AMERICAN RE CORP
8-K, 1996-12-17
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                                   ----------

                               December 11, 1996
                Date of report (Date of earliest event reported)

                            American Re Corporation
             (Exact name of registrant as specified in its charter)

            DELAWARE                       1-11688              13-3672116
  (State or Other jurisdiction     (Commission File Number)  (I.R.S. Employer 
of incorporation or organization)                           Identification No.)

                                   ----------

                             555 College Road East
                          Princeton, New Jersey 08543
                                 (609) 243-4200
    (Address including zip code, and telephone number, including area code,
                  of registrant's principal executive office)

                                   ----------

<PAGE>

ITEM 5.  OTHER EVENTS.

On December 11, 1996 American Re Corporation (the "Company"), announced plans to
defease its existing issue of 10-7/8% Senior Subordinated Debentures due 2004
(the "Debentures"). The Company plans to redeem all then outstanding Debentures
(currently $450 million in principal amount) on or about September 19, 1997, at
104.75% of par, plus accrued interest to the date of redemption, in accordance
with the terms of the Indenture under which the Debentures are issued.

A copy of the Press Release dated December 11, 1996 issued by the Company
relating to the offering is filed as Exhibit 99 and is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits.

          99  Press Release dated December 11, 1996.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       AMERICAN RE CORPORATION
                                       (Registrant)



                                       /S/ ROBERT K. BURGESS
                                       --------------------------------------
                                       Robert K. Burgess
                                       Senior Vice President, General Counsel
                                       and Secretary

Dated:  December 16, 1996

<PAGE>

                               INDEX TO EXHIBITS

                                                                  Page Number in
                                                                    Sequential
                                                                     Numbering
Exhibit No.                   Description                             System
- -----------                   -----------                             ------

99                Press Release dated December 11, 1996.                 4




                                  NEWS release
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[LOGO] American Re
       American Re Plaza 555 College Road East
       Princeton, NJ 08543-5241

For Immediate Release                            Contacts: James R. Fisher
December 11, 1996                                          (609) 243-4602

                                                           Thomas H. Walker, Jr.
                                                           (609) 243-4679

               AMERICAN RE CORPORATION TO REDEEM $450 MILLION OF
           10-7/8% SENIOR SUBORDINATED DEBENTURES IN SEPTEMBER, 1997

Princeton, NJ -- American Re Corporation today announced plans to defease its
existing issue of 10-7/8% Senior Subordinated Debentures due 2004 (the
"Debentures"). The Company plans to redeem all then outstanding Debentures
(currently $450 million in principal amount) on or about September 20, 1997, at
104.75% of par, plus accrued interest to the date of redemption, in accordance
with the terms of the Indenture under which the Debentures are issued (the
"Indenture").

Funds for the redemption will be raised through a private offering of $500
million of the Company's Senior Notes due 2026 (the "Senior Notes"). The Company
expects to complete the offering of Senior Notes by December 31, 1996, and to
simultaneously deposit with the trustee under the Indenture an amount of the net
proceeds from the offering that, when invested in U.S. Government Obligations as
provided in the Indenture, will provide the trustee with funds sufficient to
complete the redemption of the Debentures in September 1997 and to make all
interest payments that will become due on the Debentures through the date of
redemption.

The Senior Notes will not be registered under the federal Securities Act of 1933
or registered or qualified under the securities laws of the various states and
may not be offered or sold in the United States absent such registration or
qualification or an applicable exemption therefrom. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Senior Notes in any state in which such offer,
solicitation or sale would be unlawful prior to registration, qualification or
applicable exemption therefrom under the securities laws of any such state.

                                     [end]



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