<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
REGISTRATION NO. 333
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENHANCE FINANCIAL SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
------------------------------
<TABLE>
<S> <C>
NEW YORK 13-3333448
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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335 MADISON AVENUE
NEW YORK, NEW YORK 10017
(212) 983-3100
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
------------------------------
SAMUEL BERGMAN, ESQ.
EXECUTIVE VICE PRESIDENT
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)
------------------------------
COPY TO:
HENRY O. SMITH III, ESQ.
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this Registration Statement has been declared effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest investment plans, please check the following
box. / /
If the only 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, 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share........... 550,000 shares $38.50 $21,175,000 $6,416
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 11, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOME
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
UP TO 550,000 SHARES OF COMMON STOCK
ENHANCE FINANCIAL SERVICES GROUP INC.
-------------
All of the shares of common stock, par value $.10 per share ("Common
Stock"), of Enhance Financial Services Group Inc., a New York corporation
("Enhance Financial"), are being sold by a shareholder of the Company (the
"Selling Shareholder"). Enhance Financial will not receive any proceeds from the
sale of shares by the Selling Shareholder. See "Selling Shareholder."
------------------------
SEE "RISK FACTORS" STARTING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS TO
BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
No dealer, salesperson, or any other person has been authorized to give any
information or make any representations not contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by Enhance Financial or the Selling Shareholder. This
Prospectus does not constitute an offer of any securities other than those to
which it relates or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstance, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
April , 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company............................................................................ 2
Available Information.................................................................. 2
Incorporation by Reference............................................................. 3
Risk Factors........................................................................... 3
Selling Shareholder.................................................................... 5
Legal Opinion.......................................................................... 6
Experts................................................................................ 6
</TABLE>
THE COMPANY
Enhance Financial (together with its consolidated subsidiaries, the
"Company") is a holding company engaged, through its subsidiaries, principally
in the reinsurance of financial guaranties of municipal and asset-backed debt
obligations issued by monoline financial guaranty insurers. In addition, the
Company is engaged in other insurance, reinsurance, and noninsurance businesses
that utilize the Company's expertise in performing sophisticated analysis of
complex, credit-based risks. Since its inception, Enhance Financial has
conducted the major portion of its business through its wholly-owned licensed,
financial guaranty insurance subsidiaries, Enhance Reinsurance Company and Asset
Guaranty Insurance Company (together, the "Insurance Subsidiaries"), and a
smaller portion of its business through companies in which it has equity
investments, including two non-insurance businesses conducted by Singer Asset
Finance Company, L.L.C. ("Singer") and Credit-Based Asset Servicing and
Securitization LLC ("C-BASS"). The Company expects that a significant portion of
its growth will come from these non-financial guaranty businesses. The Company's
business strategy is to expand its financial guaranty business, both primary and
reinsurance, while maintaining its commitment to intensive and prudent credit
underwriting and conservative investment policies; to utilize its expertise in
underwriting credit risks to expand and develop its other insurance businesses;
and to continue to accelerate its diversification effort in areas that the
Company believes have profit and strong growth potential.
AVAILABLE INFORMATION
Enhance Financial has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. For further information with
respect to Enhance Financial and the Common Stock, reference is hereby made to
the Registration Statement, to the documents incorporated by reference therein,
and to the exhibits thereto.
Enhance Financial is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
Such Registration Statement, reports, proxy statements, and other information
filed by Enhance Financial can be inspected and copied at the public reference
facilities of the Commission at its principal office at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices at Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661, and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies
of each such document may be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission also
maintains a Website (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the Commission. In addition, reports,
2
<PAGE>
proxy statements, and other information concerning Enhance Financial can be
inspected and copied at the offices of the New York Stock Exchange, Inc. (the
"NYSE"), 20 Broad Street, New York, New York 10005, on which the Common Stock is
listed.
INCORPORATION BY REFERENCE
The following documents filed by Enhance Financial with the Commission are
incorporated in this Prospectus by reference:
(a) Enhance Financial's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) the description of the Common Stock contained in Enhance Financial's
registration statement, dated February 12, 1992, on Form 8-A.
All documents filed by Enhance Financial pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be modified or superseded,
for purposes of this Prospectus, to the extent that a statement contained herein
or in any subsequently filed document which 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 Prospectus.
Enhance Financial hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be directed
to Enhance Financial Services Group Inc., 335 Madison Avenue, New York, New York
10019, Attention: Corporate Secretary, telephone number (212) 983-3100.
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH BELOW,
IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, IN EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
CLAIMS-PAYING ABILITY RATINGS
In the financial guaranty insurance and reinsurance industries, the rating
agencies (consisting of Duff & Phelps Credit Rating Company, Fitch Investors
Service, Inc., Moody's Investors Service, Inc., and Standard & Poor's
Corporation) periodically evaluate insurers and reinsurers to confirm that they
continue to meet the criteria established by such rating agencies for
maintaining their claims-paying ability ratings. Although the Company intends to
continue to comply with the criteria of the rating agencies which currently rate
the Insurance Subsidiaries, no assurance can be given that one or more of such
rating agencies will not downgrade or withdraw their claims-paying ability
ratings of either Insurance Subsidiary in the future. The Company's ability to
compete with other triple-A-rated financial guaranty reinsurers, and
consequently its results of operations, would be materially adversely affected
by any downgrade in either Insurance Subsidiary's ratings. Moreover, several
treaties to which either of the Insurance Subsidiaries is a party grant the
respective primary insurers the right to recapture business previously ceded to
such Insurance Subsidiary should it suffer a downgrade of a specified magnitude
in its claims-paying ability rating. This could result in a material adverse
effect on the Company's deferred premium revenue and its recognition of future
income therefrom.
3
<PAGE>
The claims-paying ability ratings assigned by the rating agencies to a
reinsurance or insurance company are based upon factors relevant to
policyholders and are not directed toward the protection of investors. Such a
rating is neither a rating of securities nor a recommendation to buy, hold, or
sell any security.
ADEQUACY OF LOSS RESERVES
The Insurance Subsidiaries are required to maintain reserves in amounts
sufficient to pay their estimated ultimate liability for losses and loss
adjustment expenses ("LAE"). Because of the absence of an actuarially
significant number of losses in its financial guaranty reinsurance activities,
and in the financial guaranty industry generally, the Company does not consider
traditional actuarial approachs used in the property/casualty industry
applicable to the determination of loss reserves for financial guaranty
insurers. The Company establishes reserves for losses and LAE based upon its
best estimate of specific and non-specific losses, including expenses associated
with the settlement of such losses, on its insured and reinsured obligations.
The Company establishes a reserve for losses and related LAE when a provision
for such losses and related LAE is reported by a primary insurer or when, in the
Company's opinion, an insured risk is in default or a default is probable and
the amount of the loss is reasonably estimable based on an analysis of
individual insured risks. Reserves established by the Company for losses and LAE
are necessarily based on estimates, and, although the Company believes its
reserves will prove to be adequate, there can be no assurance thereof.
COMPETITION
In its financial guaranty reinsurance business, the Company is subject to
direct competition from one U.S. and one foreign company that specialize in the
reinsurance of financial guaranties, which, together with the Company, provide
most of the reinsurance available for monoline financial guaranty insurers,
particularly with respect to facultative reinsurance. Several other foreign
insurers and reinsurers compete with the Company on both treaty and facultative
bases in providing reinsurance for municipal and asset-backed transactions.
Certain of these foreign insurers and reinsurers are companies with which some
of the U.S. primary financial guaranty insurers have formed strategic alliances.
In addition, the Company also competes to a certain extent with banks, other
financial institutions and governmental institutions that issue letters of
credit, guaranties, and other forms of credit enhancement. In its other
insurance business, the Company believes that there are a number of direct
competitors, some of which have greater financial and other resources than the
Company. Increased competition, either in terms of price or in terms of new
entrants into the financial guaranty market or the Company's other insurance
markets, may have an adverse effect on the Company's results of operation.
CONCENTRATION OF CLIENTS
In its principal business of reinsuring financial guaranties issued by
monoline financial guaranty insurers, the Company currently derives
substantially all of its premium revenues from six primary insurer clients. A
substantial reduction in the amount of insurance ceded by one or more of the
Company's principal clients, without a commensurate increase in the amount of
insurance ceded by one or more of the Company's other insurer clients, would
have a material adverse effect on the Company's gross premiums written. Such
reduction could eventually have a material adverse effect on the Company's
results of operations.
MARKET AND OTHER FACTORS
The demand for financial guaranty insurance, and therefore the demand for
primary insurance and reinsurance provided by the Company, depends upon many
factors, which are generally beyond the control of the Company , including
prevailing interest rates, investor concern regarding the credit quality of
municipalities and corporations, investor perception of the strength of
financial guaranty providers and the
4
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guaranty offered, premium rates charged for the insurance, and the availability
of other forms of credit enhancement.
Additionally, the financial guaranty industry has historically been and will
continue to be subject to the direct and indirect effects of governmental
regulation, including changes in tax laws affecting the municipal and
asset-backed debt markets. No assurance can be given that future legislative or
regulatory changes might not adversely affect the Company's results of
operations or the interests of the shareholders of Enhance Financial.
HOLDING COMPANY STRUCTURE
Enhance Financial conducts substantially all its operations through its
subsidiaries, principally its two Insurance Subsidiaries. The financial
condition and cash flow of Enhance Financial and its attendant ability to pay
dividends on the Common Stock is dependent upon the earnings of its subsidiaries
and the distribution of those earnings to Enhance Financial in the form of
dividends. The payment of dividends to Enhance Financial by its Insurance
Subsidiaries is subject to restrictions set forth in the New York Insurance Law
and the regulations thereunder. The payment of such dividends may also be
subject to other statutory or contractual restrictions, is contingent upon the
earnings of the Insurance Subsidiaries, and is subject to various business
considerations.
OTHER INSURANCE BUSINESSES
The insurance businesses of the Company other than financial guaranty
insurance have constituted, and the Company expects that they will continue to
constitute, a significant component of the Company's business. In certain of
these other reinsurance businesses, the Company underwrites with the
anticipation of higher loss levels than those experienced in connection with its
reinsurance of municipal and asset-backed debt obligations due to the nature of
the risk assumed or the limited history of the business. The Company believes
that the higher premiums it receives for such activities adequately compensate
it for the risks involved.
Premiums in respect of certain of the Company's other insurance businesses
are earned over a significantly shorter period than those in respect of the
Company's monoline reinsurance business. The Company's ability to realize
consistent levels of earned premiums in these other businesses will therefore
depend on its ability to write consistent levels of new insurance.
DIVERSIFICATION STRATEGY
Although to date substantially all of the Company's revenues have been
generated from the Company's insurance activities, the Company has recently
invested significant amounts in, and expects that a significant portion of its
growth will come from, its non-financial guaranty businesses, including Singer
and C-BASS. There can be no assurance that these relatively new businesses, or
any other diversification efforts by the Company, will be successful.
SELLING SHAREHOLDER
The following table sets forth certain information as of the date of this
Prospectus with respect to the Selling Shareholder. All of the shares to be sold
by the Selling Shareholder represent shares acquired or which may be acquired by
it from Enhance Financial in a private transaction and all such shares are held
by United States Trust Company of New York ("UST"), as escrow agent, pursuant to
an escrow agreement among UST, the Selling Shareholder and Enhance Financial.
Such escrow agreement provides that, during the effectiveness of the escrow, UST
will vote all shares held by it as directed by Enhance Financial.
5
<PAGE>
Enhance Financial will not receive any of the proceeds from the sales of such
shares. Beneficial ownership after the offering will depend on the number of
shares sold by the Selling Shareholder.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES NUMBER
OWNED PRIOR TO OWNED PRIOR TO OF SHARES
SELLING SHAREHOLDER OFFERING OFFERING OFFERED
- ------------------------------------------ ----------------- ------------------- ------------
<S> <C> <C> <C>
Duncan Property Development Ltd. 550,000(1) 2.9% 550,000(1)
</TABLE>
- ------------------------
(1) Represents shares placed in escrow for benefit of the Selling Shareholder
and includes an indeterminate number of shares which, under certain
circumstances, may revert to Enhance Financial and not be sold pursuant to
this Prospectus.
The sale of the shares by the Selling Shareholder may be effected from time
to time in transactions (which may include block transactions by or for the
account of the Selling Shareholder) on the NYSE or in negotiated transactions,
through the writing of options on such shares, a combination of such methods of
sale, or otherwise. Sales may be made at fixed prices which may be changed, at
market prices prevailing at the time of sale, or at negotiated prices.
The Selling Shareholder may effect such transactions by selling his shares
directly to purchasers, through broker-dealers acting as agents for the Selling
Shareholder, or to broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time on the NYSE, in negotiated
transactions, or otherwise. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Shareholder and/or the purchasers for whom such broker-dealers may act
as agents or to whom they may sell as principals or both (which compensation as
to a particular broker-dealer may be in excess of customary commissions).
Broker-dealers, if any, acting in connection with such sale might be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Samuel Bergman, Esq., Executive Vice President of
Enhance Financial. Mr. Bergman, together with members of his immediate family,
owns an aggregate of 3,850 shares of Common Stock and holds options to purchase
99,000 shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1995
and 1996 and for each of the three years in the period ended December 31, 1996
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditor, as stated in its reports relating thereto, and
have been so incorporated by reference in reliance upon such reports given upon
the authority of that firm as an expert in accounting and auditing.
6
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
An estimate of the fees and expenses of issuance and distribution (other
than discounts and commissions) of the Common Stock offered hereby (all of which
will be paid by Enhance Financial) is as follows:
<TABLE>
<S> <C>
SEC registration fee............................................... $ 6,416
Printing expenses.................................................. 2,000
Legal fees and expenses............................................ 6,500
Accounting fees and expenses....................................... 2,000
Miscellaneous expenses............................................. 1,084
---------
Total.............................................................. $ 18,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 722 of the New York Business Corporation Law (the
"BCL"), the amended and restated 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 fiduciary duty of care. Such a 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
5 --Opinion of Samuel Bergman, Esq., Executive Vice President and General Counsel of Enhance Financial
regarding legality of securities
23.1 --Consent of Deloitte & Touche LLP
23.2 --Consent of Samuel Bergman, Esq. (included in the opinion filed as Exhibit 5)
24 --Powers of Attorney (included on page II-4)
</TABLE>
ITEM 17. UNDERTAKINGS
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 prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE>
(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) of this section 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 section 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 that 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described in Item 15 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
Securities 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 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 Securities
Act and will be governed by the final adjudication of such issue.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 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 April 10, 1997.
ENHANCE FINANCIAL SERVICES GROUP INC.
By /s/ DANIEL GROSS
------------------------------------------
Daniel Gross
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Daniel Gross and Samuel Bergman, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-3 of Enhance Financial Services Group Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
offering of shares of its Common Stock, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their substitute or
substitutes 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 below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
President, Chief Executive
/s/ DANIEL GROSS Officer and Director
- ------------------------------ (principal executive April 10, 1997
Daniel Gross officer)
Executive Vice President
/s/ ARTHUR DUBROFF (principal financial
- ------------------------------ officer and principal April 10, 1997
Arthur Dubroff accounting officer)
/s/ BRENTON W. HARRIES Director
- ------------------------------ April 10, 1997
Brenton W. Harries
/s/ DAVID R. MARKIN Director
- ------------------------------ April 10, 1997
David R. Markin
/s/ WALLACE O. SELLERS Director
- ------------------------------ April 10, 1997
Wallace O. Sellers
II-3
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<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ RICHARD J. SHIMA Director
- ------------------------------ April 10, 1997
Richard J. Shima
/s/ ROBERT P. SALTZMAN Director
- ------------------------------ April 10, 1997
Robert P. Saltzman
/s/ SPENCER R. STUART Director
- ------------------------------ April 10, 1997
Spencer R. Stuart
/s/ ADRIAN U. SULZER Director
- ------------------------------ April 10, 1997
Adrian U. Sulzer
/s/ ALLAN R. TESSLER Director
- ------------------------------ April 10, 1997
Allan R. Tessler
/s/ FRIEDA K. WALLISON Director
- ------------------------------ April 10, 1997
Frieda K. Wallison
/s/ JERRY WIND Director
- ------------------------------ April 10, 1997
Jerry Wind
</TABLE>
II-4
<PAGE>
EXHIBIT 5
April 10, 1997
Enhance Financial Services Group Inc.
335 Madison Avenue
New York, New York 10017
Dear Sirs:
I am General Counsel of Enhance Financial Services Group Inc., a New York
corporation (the "Company"), and I am rendering this opinion in connection with
the Registration Statement on Form S-3 with exhibits thereto (the "Registration
Statement") filed by the Company under the Securities Act of 1933 (the "Act"),
relating to the registration of 550,000 shares (the "Shares") of Common Stock,
par value $.10 per share, of the Company.
As such counsel, I have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
issuance of the Shares. I 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 the rendering of this opinion.
Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized, 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
Act, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/Samuel Bergman
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Enhance Financial Services Group Inc. on Form S-3 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 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 10, 1997
