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As filed with the Securities and Exchange Commission on April 24, 1998
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)
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)
Enhance Financial Services Group Inc. Director Stock Ownership Plan
(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
registered registered(1) per share(2) price(2) fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 50,000 shares $71.3125 $3,565,625 $1,081
</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
Enhance Financial Services Group Inc. Director Stock Ownership 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, 1997; and
(2) 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. As of April 15, 1998, Mr. Bergman owned
3,850 shares of Common Stock and held options to purchase an additional 108,000
shares.
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
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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.
Exhibit No. Document
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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)
24 Power of Attorney (see pages II-5 and II-6 of this
Registration Statement)
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,
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(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 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 April 24, 1998.
ENHANCE FINANCIAL SERVICES GROUP INC.
By: /s/ Daniel Gross
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Daniel Gross
President
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Daniel Gross and Samuel Bergman, or either
of them, as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign on his or her behalf individually and in any and all
capacities any and all amendments (including post-effective amendments) to a
Registration Statement on Form S-8 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.
Signatures Title Date
---------- ----- ----
/s/ Daniel Gross President and Director April 24, 1998
- ----------------------- (principal executive officer)
Daniel Gross
/s/ Arthur Dubroff Executive Vice President and April 24, 1998
- ----------------------- Chief Financial Officer
Arthur Dubroff (principal financial officer)
/s/ Brenton W. Harries Director April 24, 1998
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Brenton W. Harries
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/s/ David R. Markin Director April 24, 1998
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David R. Markin
/s/ Richard J. Shima Director April 24, 1998
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Richard J. Shima
/s/ Spencer R. Stuart Director April 24, 1998
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Spencer R. Stuart
/s/ Allan R. Tessler Director April 24, 1998
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Allan R. Tessler
/s/ Wallace O. Sellers Director April 24, 1998
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Wallace O. Sellers
/s/ Adrian U. Sulzer Director April 24, 1998
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Adrian U. Sulzer
/s/ Frieda K. Wallison Director April 24, 1998
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Frieda K. Wallison
/s/ Jerry Wind Director April 24, 1998
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Jerry Wind
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EXHIBIT 5
April 24, 1998
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 50,000
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 Director
Stock Ownership Plan (the "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 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 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 23.1
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. Director Stock
Ownership Plan of our report, dated February 17, 1998, appearing in the Annual
Report on Form 10-K of Enhance Financial Services Group Inc. for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
New York, New York
April 24, 1998
