UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Re Corporation
------------------------------------------------------
(Name of issuer)
Common Stock
------------------------------------------------------
(Title of class of securities)
02916310
--------------
(CUSIP Number)
W. Jeffrey Lawrence
Shearman & Sterling
199 Bishopsgate
London EC2M 3TY
Tel. No.: 011-44-171-920-9000
------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
August 13, 1996
------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
Check the following box if a fee is being paid with the statement |X|.
(Page 1 of 15 Pages)
<PAGE>
============================== ==============================
CUSIP No. 02916310 Page 2 of 15 Pages
============================== ==============================
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Muenchener Rueckversicherungs-Gesellschaft Aktiengesellschaft in Muenchen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-5669461
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 30,236,000
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 30,236,000
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,236,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IC
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
============================== ==============================
CUSIP No. 02916310 Page 3 of 15 Pages
============================== ==============================
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Puma Acquisition Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0163079
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 30,236,000
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 30,236,000
WITH
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,236,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock"), of American Re Corporation (the "Issuer"). The
Issuer is a Delaware corporation with its principal executive offices located at
555 College Road East, Princeton, New Jersey 08543.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Puma Acquisition
Corp., a Delaware corporation ("Sub"), and Muenchener Rueckversicherungs-
Gesellschaft Aktiengesellschaft in Muenchen, a corporation organized under the
laws of Germany ("Munich Re" and together with Sub, the "Filing Persons").
(b) The address of the principal business and principal office of the
Filing Persons is Koeniginstrasse 107, D-80791 Munich, Germany.
(c) Sub was incorporated solely for the purpose of merging with and into
Issuer, and has no other business. Set forth in Schedule A is the name,
citizenship, business or residence address and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of Sub, as of the date hereof.
The principal business of Munich Re is reinsurance. Set forth in
Schedule B is the name, citizenship, business or residence address and present
principal occupation or employment, as well as the name and address of any
corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of Munich Re, as of
the date hereof.
(d) During the last five years, neither of the Filing Persons, nor, to the
knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(e) During the last five years, neither of the Filing Persons, nor, to the
knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated
as of August 13, 1996, among Munich Re and Sub, a wholly owned subsidiary of
Munich Re, and the Issuer, and subject to the conditions set forth therein
(including approval by the stockholders of the Issuer and approvals of the
applicable regulatory authorities, including insurance regulatory authorities),
Sub will be merged with and into the Issuer (the "Merger"), with each share of
Common Stock (except as otherwise provided in the Merger Agreement) being
converted into the right to receive $65.00 per share in cash. As a result of the
Merger, the separate corporate existence of Sub will cease and the Issuer will
continue as the surviving corporation (the "Surviving Corporation").
(Page 4 of 15 Pages)
<PAGE>
Concurrently with the execution and delivery of the Merger Agreement,
Munich Re and Sub entered into a Stockholders Agreement with each of American Re
Associates, L.P. and KKR Partners II, L.P. (collectively, the "Stockholders"),
pursuant to which, among other things, the Stockholders, severally and not
jointly, have agreed to vote the shares of Common Stock then owned by them in
favor of the Merger and have granted to Sub an irrevocable option (the "Option")
to purchase such shares of Common Stock, at $65.00 per share, all on the terms
and subject to the conditions set forth in the Stockholders Agreement, including
the condition that all necessary regulatory approvals from the Delaware
Department of Insurance and the New York State Department of Insurance shall
have been obtained and shall be in full force and effect. The Option may be
exercised by Sub, as a whole and not in part, during the period commencing upon
the occurrence of any of the following events and ending on the date which is
the 30th calendar day following the first to occur of such events: (i) the
Issuer terminates the Merger Agreement if its Board of Directors shall have
withdrawn or modified its approval or recommendation of the Merger Agreement;
(ii) the Issuer terminates the Merger Agreement if its stockholders do not
approve the Merger at the stockholders' meeting; or (iii) Munich Re terminates
the Merger Agreement if (A) the Issuer breaches in any material respect any of
its covenants, agreements, representations and warranties contained in the
Merger Agreement, (B) if the Board of Directors of the Issuer shall have
withdrawn or modified its approval or recommendation of the Merger Agreement, or
(C) if the stockholders of the Issuer do not approve the Merger at the
stockholders' meeting. The exercise of the Option would require aggregate funds
of $1,965,340,000. Sub currently anticipates that should the Option become
exercisable and should Sub decide to exercise the Option, Sub would obtain the
required funds from Munich Re's general corporate funds.
Item 4. Purpose of Transaction.
(a)-(b) As described more fully in Item 3 above, this statement relates to
the Merger of Sub with and into the Issuer pursuant to the Merger Agreement. In
accordance with the Merger Agreement, each share of Common Stock issued and
outstanding immediately prior to the date and time of the filing of the
Certificate of Merger with the Secretary of State of the State of Delaware
(other than shares of Common Stock to be cancelled pursuant to the Merger
Agreement) and any shares of Common Stock held by stockholders who shall have
perfected their appraisal rights under Section 262 of the General Corporation
Law of the State of Delaware, shall be cancelled, extinguished and converted
automatically into the right to receive an amount equal to $65.00 in cash
payable to the holder thereof, without interest, upon surrender of the
certificate that prior to the Merger represented such share.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of Sub immediately prior
to the effective time of the Merger will become the initial directors of the
Surviving Corporation. Upon consummation of the Merger, the officers of the
Issuer immediately prior to the effective time of the Merger will become the
initial officers of the Surviving Corporation.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
the Issuer as in effect immediately prior to the effective time of the Merger
shall be the Certificate of Incorporation of the Surviving Corporation. Upon
consummation of the Merger, the By-laws of Sub, as in effect immediately prior
to the effective time of the Merger, shall be the By-laws of the Surviving
Corporation.
(h)-(i) As a result of the Merger, the Common Stock will be cancelled and
will no longer be listed for trading on the New York Stock Exchange.
(Page 5 of 15 Pages)
<PAGE>
(j) Other than as described above, the Filing Persons currently have no
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D (although the Filing Persons reserve the
right to develop such plans).
The descriptions of the Merger Agreement and the Stockholders Agreement
contained herein are qualified in their entirety by reference to such
agreements, copies of which appear as Exhibits 1 and 2 hereto, respectively.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of the Stockholders Agreement, the Filing Persons may
be deemed to be the beneficial owners of 30,236,000 shares of Common Stock.
Based upon information contained in the most recently available filing by the
Issuer with the Securities and Exchange Commission (the "SEC"), such shares
constitute approximately 63.9% of the issued and outstanding shares of Common
Stock.
In the event they exercise the Option contained in the Stockholders
Agreement, the Filing Persons will have shared power to vote and dispose of all
the shares of Common Stock so acquired. To the knowledge of the Filing Persons,
no shares of Common Stock are beneficially owned by any of the persons named in
either Schedule A or Schedule B.
(c) Neither the Filing Persons, nor, to the knowledge of the Filing
Persons, any person named in either Schedule A or Schedule B, has effected any
transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Other than the Merger Agreement and the Stockholders Agreement, to the best
knowledge of the Filing Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any persons with respect to any securities
of the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
- ------- -----------
1. Conformed Agreement and Plan of Merger, dated as of August 13, 1996,
among Muenchener Rueckversicherungs-Gesellschaft Aktiengesellschaft in
Muenchen, Puma Acquisition Corp. and American Re Corporation is
incorporated herein by reference to the Issuer's Form 8-K, SEC File
No. 1-11688, Exhibit 2, as filed with the SEC on August 14, 1996.
2. Conformed Stockholders Agreement, dated as of August 13, 1996, among
Muenchener Rueckversicherungs-Gesellschaft Aktiengesellschaft in
Muenchen, Puma Acquisition Corp., American Re Associates, L.P. and KKR
Partners II, L.P. is incorporated
(Page 6 of 15 Pages)
<PAGE>
herein by reference to the Issuer's Form 8-K, SEC File No. 1-11688,
Exhibit 4, as filed with the SEC on August 14, 1996.
3. Joint Filing Agreement between Muenchener Rueckversicherungs-
Gesellschaft Aktiengesellschaft in Muenchen and Puma Acquisition Corp.
(Page 7 of 15 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 23, 1996 PUMA ACQUISITION CORP.
By /s/ John P. Phelan
--------------------------
Name: John P. Phelan
Title:
By /s/ Christoph Schurig
--------------------------
Name: Christoph Schurig
Title:
(Page 8 of 15 Pages)
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 23, 1996 MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUENCHEN
By /s/ Christoph Schurig
--------------------------
Name: Christoph Schurig
Title: Deputy Member of the
Executive Management
By /s/ Detlef Christiansen
--------------------------
Name: Detlef Christiansen
Title: Manager, Operational Division:
North America
(Page 9 of 15 Pages)
<PAGE>
Schedule A
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF PUMA ACQUISITION CORP.
The name, business address and title with Sub, and present principal
occupation or employment, of each of the directors and executive officers of Sub
are set forth below. Except as indicated, each person's business address is
Koeniginstrasse 107, D-80791 Munich, Germany. Except as indicated, each person
listed below is a citizen of Germany.
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- ----------------
<S> <C>
Hans Rathnow, Chairman, President, Chief Member of the Board of Management of Munich Re
Executive Officer and Director
John P. Phelan, Vice President, Secretary, President, Munich Reinsurance Company of Canada
Treasurer and Director (Business Address: Munich Reinsurance Company of Canada
(Citizen of Canada) (MROC), 390 Bay Street, 22nd Floor, Toronto, Ontario M5H 2Y2)
Dr. Heiner Hasford, Vice President, Member of the Board of Management of Munich Re
Assistant Secretary and Director
Dr. Christoph Schurig, Vice President, Deputy Member of Executive Management of Munich Re
Assistant Secretary and Director
</TABLE>
(Page 10 of 15 Pages)
<PAGE>
Schedule B
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF MUNICH RE
The name, business address and title with Munich Re, and
present principal occupation or employment, of each of the directors and
executive officers of Munich Re are set forth below. Except as indicated, each
person's business address is Koeniginstrasse 107, D-80791 Munich, Germany.
Except as indicated, each person listed below is a citizen of Germany.
Supervisory Board
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- ----------------
<S> <C>
Professor Dr. jur. Dr.-Ing. E.h. Dieter Attorney, former Chairman of the Board of Management of
Spethmann, Chairman Thyssen AG (Steel Manufacturer)
(Business Address: Karl-Theodor-Str. 6, 40213 Dusseldorf,
Germany)
Dr. jur. Henning Schulte-Noelle, Deputy Chairman of the Board of Management of Allianz
Chairman Aktiengesellschaft (Insurance)
(Business Address: Allianz Aktiengesellschaft,
Koeniginstrasse 28, 80802 Muenchen, Germany)
Dr. rer. pol. Wolfgang Roller, Deputy Chairman of the Supervisory Board of Dresdner Bank AG
Chairman (Bank)
(Business Address: Dresdner Bank AG, 60301 Frankfurt,
Germany)
Herbert Bach Employee of Munich Re
Christiane Bartl Employee of Munich Re
Peter Burgmayr Employee of Munich Re
</TABLE>
(Page 11 of 15 Pages)
<PAGE>
<TABLE>
<S> <C>
Ulrich Hartmann Chairman of the Board of Management of VEBA AG
(Energy Producer)
(Business Address: VEBA AG, Bennigsenplatz 1, 40474
Dusseldorf, Germany)
Dr. jur. Edgar Jannott
Chairman of the Boards of
Management of VICTORIA
Holding AG, VICTORIA
Versicherung AG and VICTORIA
Lebensversicherung AG
(Insurance) (Business
Address: VICTORIA
Versicherungs-Gesellschafte,
40198 Dusseldorf, Germany)
Ludwig Knabl Employee of Munich Re
Hilmar Kopper Spokesman of the Board of Management of Deutsche Bank AG (Bank)
(Business Address: Deutsche Bank AG, 60262 Frankfurt, Germany)
Dr.-Ing. E.h. Eberhard v. Kuenheim Chairman of the Supervisory Board of Bayerische Motoren
Werke AG (Automobile Producer)
(Business Address: Bayerische Motoren Werke AG, 80788
Muenchen, Germany)
Dr. techn. h. c. Dipl.-Ing. Chairman of the Board of Management of Volkswagen AG
ETH Ferdinand Piech (Automobile Producer)
(Citizen of Austria) (Business Address: Volkswagen AG, 38436 Wolfsburg,
Germany)
Dr. jur. Albrecht Schmidt Spokesman of the Board of Management of Bayerische
Vereinsbank AG (Bank)
(Business Address: Bayerische Vereinsbank AG, 80311
Muenchen, Germany)
Dr. rer. nat. Klaus Schumann Employee of Munich Re
Dr.-Ing. Dieter Soltmann General Partner of Gabriel Sedlmayr Spaten-Franziskaner-
Brau KGaA (Beer Brewer)
(Business Address: Gabriel Sedlmayr Spaten-Franziskaner-
Brau KGaA, Marsstrasse 46-48, 80335 Muenchen, Germany)
</TABLE>
(Page 12 of 15 Pages)
<PAGE>
Board of Management
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name Name of Employer
---- ----------------
<S> <C>
Dr. jur. Hans-Jurgen Schintzler Chairman of the Board of Management of Munich Re
Dr. jur. Wolf Otto Bauer Member of the Board of Management of Munich Re
Rudolf Ficker Member of the Board of Management of Munich Re
Dieter Gobel Member of the Board of Management of Munich Re
Dr. jur. Heiner Hasford Member of the Board of Management of Munich Re
Dr. jur. Claus Helbig Member of the Board of Management of Munich Re
Dr. jur. Fedor Nierhaus Member of the Board of Management of Munich Re
Dieter Nonhoff Member of the Board of Management of Munich Re
Hans Rathnow Member of the Board of Management of Munich Re
Dr. phil. Detlef Schneidawind Member of the Board of Management of Munich Re
Hans-Dieter Sellschopp Member of the Board of Management of Munich Re
Dr. jur. Hans-Wilmar von Stockhausen Member of the Board of Management of Munich Re
(Citizen of Germany and Austria)
</TABLE>
(Page 13 of 15 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
1. Conformed Agreement and Plan of Merger, dated as of *
August 13, 1996, among Muenchener Rueckversicherungs-
Gesellschaft Aktiengesellschaft in Muenchen, Puma
Acquisition Corp. and American Re Corporation is
incorporated herein by reference to the Issuer's Form
8-K, SEC File No. 1-11688, Exhibit 2, as filed with the
SEC on August 14, 1996.
2. Conformed Stockholders Agreement, dated as of August 13, *
1996, among Muenchener Rueckversicherungs-Gesellschaft
Aktiengesellschaft in Muenchen, Puma Acquisition Corp.,
American Re Associates, L.P. and KKR Partners II, L.P. is
incorporated herein by reference to the Issuer's Form
8-K, SEC File No. 1-11688, Exhibit 4, as filed with the
SEC on August 14, 1996.
3. Joint Filing Agreement between Muenchener Rueckversicherungs- 15
Gesellschaft Aktiengesellschaft in Muenchen and Puma
Acquisition Corp.
(Page 14 of 15 Pages)
<PAGE>
Exhibit 3
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of American Re Corporation, and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings.
Dated: August 21, 1996 PUMA ACQUISITION CORP.
By /s/ John Phelan
-----------------------
Name: John Phelan
Title: Vice President
By /s/ Christoph Schurig
-----------------------
Name: Christoph Schurig
Title: Vice President
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT
AKTIENGESELLSCHAFT IN MUENCHEN
By /s/ Christian Fey
-----------------------
Name: Christian Fey
Title:
By /s/ Christoph Schurig
-----------------------
Name: Christoph Schurig
Title:
(Page 15 of 15 Pages)
