<PAGE> 1
As Filed with the Securities and Exchange Commission on September 5, 1997
Registration No. 33- _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
LIFE RE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 01-0437851
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
-----------------
969 High Ridge Road
Stamford, Connecticut 06905
(203) 321-3000
(Address of principal executive office, including zip code)
-----------------
W. WELDON WILSON
Vice President, General Counsel and Secretary
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905
(203) 321-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
from time to time after Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the 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. [ ] __________________
-------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Proposed maximum
Title of Shares to Amount to be offering price aggregate offering Amount of
be Registered registered per Share(1) price(1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 67,000 $51.00 $3,417,000.00 $1,035.46
$.001 par value shares
===================================================================================================================================
</TABLE>
(1) Estimated SOLELY FOR the purpose of calculating the amount of the
registration fee. Such estimate has been calculated in accordance with Rule
457(c) and is based upon the average of the high and low prices per share of the
Registrant's Common Stock as reported by the New York Stock Exchange on August
29, 1997.
-------------------
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 THE 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> 3
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 BECOMES
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 SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1997
LIFE RE CORPORATION
67,000 Shares of Common Stock
This Prospectus relates to the offer and sale of up to an
aggregate of 67,000 shares (the "Shares") of Common Stock, $.001 par value
("Common Stock"), of Life Re Corporation, a Delaware corporation ("Life Re" or
the "Company"), by the persons named in this Prospectus under the caption
"Selling Stockholders".
Any and all of the Shares may be offered for sale from time to
time by the Selling Stockholders in brokerage transactions on the New York Stock
Exchange or in the over-the-counter market at prevailing market prices. The
Company will not receive any proceeds from the sale of the Shares. However, the
Selling Stockholders are required to apply a portion of such proceeds to the
repayment of their outstanding loan obligations to the Company. See "Plan of
Distribution". The Company has agreed to bear all costs, expenses and fees
incurred in connection with the registration of the Shares, and the Selling
Stockholders will bear all selling and other expenses, including brokerage
commissions incurred in connection with any sale of the Shares. See "Plan of
Distribution."
The Common Stock is traded on the New York Stock Exchange
under the symbol LRE. On September 2, 1997, the last sale price per share of the
Common Stock, as reported on the New York Stock Exchange Composite Transaction
Tape, was $51.9375.
THE OFFERING INVOLVES A HIGH DEGREE OF RISK. FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE COMMON STOCK, SEE "CERTAIN INVESTMENT CONSIDERATIONS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 5, 1997.
<PAGE> 4
AVAILABLE INFORMATION
Life Re 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 Securities
and Exchange Commission (the "SEC"). Copies of reports, proxy statements and
other information filed by the Company with the SEC may be inspected and copied
at the SEC's public reference facilities at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's regional offices at 7 World Trade
Center, 13th Floor, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Citicorp Center, Chicago, Illinois 60661-2551. Copies of
such material also can be obtained from the SEC's Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
information may also be accessed electronically be means of the SEC's home page
on the Internet (http://www.sec.gov). The Company's Common Stock is traded on
the New York Stock Exchange ("NYSE") under the symbol LRE. In addition, such
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a Registration Statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Shares offered hereby. This Prospectus, which is a part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted as permitted by
the rules and regulations of the SEC. For additional information with respect to
the Company and the Shares offered hereby, reference is made to such
Registration Statement, including exhibits and financial statements filed
therewith or incorporated by reference therein. Such information may be
inspected, and copies thereof may be obtained, at the places and in the manner
set forth above. Statements contained in this Prospectus as to the contents of
any contract or document are not necessarily complete and, in each instance,
where a copy of such document has been filed as an exhibit to the Registration
Statement or otherwise has been filed with the SEC, reference is made to the
copy so filed. Each such statement is qualified in its entirety by such
reference.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1997 and June 30, 1997;
(c) The Company's Current Report on Form 8-K filed with the
SEC on June 10, 1997; and
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the SEC on August
13, 1992.
All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the Shares,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Any statement contained in a document or other information
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a Prospectus is delivered,
upon the written or oral request of such person a copy of any and all of the
information that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Such request should be addressed to: Life Re
Corporation, 969 High Ridge Road, Stamford, Connecticut 06905, Attention: W.
Weldon Wilson, Esq., Legal Department, telephone number: (203) 321-3000.
3
<PAGE> 6
THE COMPANY
The Company, through its principal wholly-owned subsidiary,
Life Reassurance Corporation of America ("Life Reassurance") provides
reinsurance for life and health risks in the United States. The Company's major
lines of business include ordinary life reinsurance, group life reinsurance,
group accident and health and special risk reinsurance, Administrative
Reinsurance(sm) and automobile credit reinsurance.
The Company's reinsurance agreements cover a portfolio of
ordinary life insurance products, including term, universal and whole life, as
well as group life, group health and special risk insurance. The Company writes
reinsurance predominantly on a direct basis under automatic treaties with
primary life insurance companies. In addition, the Company acquires blocks of in
force insurance business through coinsurance and other reinsurance vehicles. Net
policy revenues in 1996 were $451.0 million, of which 64% was attributable to
ordinary life reinsurance and 36% was attributable to group life, group health
and special risk reinsurance. As of June 30, 1997, the Company had total assets
of $2,618.0 million and total invested assets of $1,914.3 million and had total
stockholders' equity of $307.4 million. Life Reassurance as of that date had
statutory capital and surplus of $240.8 million, and as of December 31, 1996,
TexasRe Life Insurance Company ("TexasRe"), Life Reassurance and Reassure
America Life Insurance Company ("REALIC") had life reinsurance and insurance in
force of approximately $116.0 billion. TexasRe, Life Reassurance, and REALIC may
sometimes be referred to herein as the "Subsidiaries."
The Company believes, based on 1996 insurance in force as
reported in the most recently completed survey conducted on behalf of the
Reinsurance Section of the Society of Actuaries ("SOA Reinsurance Survey"), that
Life Reassurance is the largest independent publicly traded reinsurer that
specializes in life reinsurance in the United States. According to the SOA
Reinsurance Survey, as measured by total reinsurance in force at December 31,
1996, Life Reassurance ranked fifth out of 27 companies surveyed in the United
States ordinary life reinsurance market and second out of 19 companies surveyed
in the United States group life reinsurance market. Although the SOA Reinsurance
Survey does not survey all United States reinsurance companies, the Company
believes that most of its principal competitors are included in the survey.
The Company was founded in 1988 by Rodney A. Hawes, Jr.,
Douglas M. Schair and Jacques E. Dubois, each of whom has over 25 years of
insurance industry experience, for the purpose of acquiring Life Reassurance
from General Reinsurance Corporation. The Company serves as a holding company
for all of the common stock of TexasRe, which in turn owns all of the common
stock of Life Reassurance. In July 1995, Life Reassurance
4
<PAGE> 7
acquired all of the common stock of John Deere Life Insurance Company (now known
as REALIC).
Life Reassurance has been rated "A+" (Superior) by A.M. Best
Company, Inc. ("A.M. Best") since 1981. This rating was most recently affirmed
in April 1997. A.M. Best ratings are based upon an insurance company's financial
strength regarding its ability to pay obligations to policyholders and are not
directed toward the protection of investors.
Life Re was incorporated in Delaware in 1988. It maintains its
principal executive offices at 969 High Ridge Road, Stamford, Connecticut 06905.
Its telephone number is (203) 321-3000.
5
<PAGE> 8
CERTAIN INVESTMENT CONSIDERATIONS
In addition to the other information contained in this
Prospectus, the following factors should be considered by prospective investors
when evaluating an investment in the Common Stock.
REGULATION. The Subsidiaries are regulated by state insurance
regulators in Texas, Illinois and Connecticut, as well as in other jurisdictions
in which they are licensed to do business. Insurance laws and regulations, among
other things, limit the amount of dividends, tax distributions and other
payments the Subsidiaries can make without prior regulatory approval, and impose
restrictions on the amount and type of investments the Subsidiaries may hold.
Life Re also is regulated in Texas, Illinois and Connecticut as an insurance
holding company. Because the Company is a holding company, the right of the
Company to participate in any distribution of assets of any subsidiary upon such
subsidiary's liquidation or reorganization or otherwise is subject to the prior
claims of creditors of that subsidiary, except to the extent that the Company
may itself be recognized as a creditor of that subsidiary. Also, the primary
sources of funds for the Company to make payments of principal, interest and
dividends are payments or dividends from its Subsidiaries. As stated above, the
ability of the Subsidiaries to pay dividends or make distributions is regulated
by the Texas, Illinois and Connecticut insurance laws and regulations. The
Insurance Commissioner of Texas, Illinois and Connecticut may bring an action to
enjoin or rescind the payment of a dividend or distribution that would cause
statutory surplus to be unreasonable or inadequate under certain prescribed
standards which could, in turn, adversely affect the Company's ability to make
payments of principal, interest and dividends. The Subsidiaries are also subject
to recommendations made by The National Association of Insurance Commissioners
(the "NAIC"). Although the federal government generally does not directly
regulate the insurance or reinsurance industries, federal legislation, financial
services regulation and federal taxation can significantly affect the insurance
business. In recent years, increased scrutiny has been placed upon the insurance
regulatory framework and legislation has been introduced in Congress which could
result in the federal government assuming some role in the regulation of the
insurance industry. The Company's ability to pay dividends is also subject to
certain covenants contained in its credit facilities with various financial
institutions.
It is not possible to predict the future impact of any NAIC
recommendations or changing state and federal regulation on the operations of
the Subsidiaries or Life Re, and there can be no assurance that existing
insurance related laws and regulations will not become more restrictive in the
future or that laws and regulations enacted in the future will not be more
restrictive.
6
<PAGE> 9
IMPORTANCE OF MANAGEMENT AND KEY EMPLOYEES. Life Re depends,
and will continue to depend, on the services of members of its senior
management, including Rodney A. Hawes, Jr., Chairman of the Board of Directors
and Chief Executive Officer, Douglas M. Schair, Vice Chairman of the Board of
Directors and Chief Investment Officer, Jacques E. Dubois, President and Chief
Operating Officer, and certain other senior executive officers of Life Re, Life
Reassurance and REALIC. The ability of Life Re to underwrite profitable
reinsurance business is dependent on its ability to maintain a staff of
qualified underwriters and service personnel.
IMPORTANCE OF RATING AGENCIES. Life Reassurance has been rated
"A+" (Superior) and REALIC has been rated "A" (Excellent) by A.M. Best, whose
ratings are based on an analysis of the financial condition and operating
performance of an insurance company. In April 1997, A.M. Best reaffirmed Life
Reassurance's "A+" rating and REALIC's "A" rating.
Ratings by A.M. Best are an independent opinion as to a
company's financial strength and ability to meet its obligations to
policyholders, and are not intended to address the merits of, or the risks
inherent in, an investment in the Common Stock. Ratings have become increasingly
important in establishing the competitive position of an insurer or a reinsurer.
While the Company intends to continue to operate the businesses of the
Subsidiaries so as to maintain their current rating, no assurances can be given
that in the future A.M. Best will not reduce such ratings due to factors,
including material losses, that are beyond the Company's control. The Company
believes that a reduction by A.M. Best of its rating of Life Reassurance below
"A+" could have a material adverse effect on the Company's business.
COMPETITION; INDUSTRY CONDITIONS. Life Re operates in a highly
competitive environment. Reinsurers compete based upon many factors, including
financial strength, A.M. Best rating, pricing and other terms and conditions of
reinsurance agreements, reputation, service and experience in the lines of
business underwritten. Life Re believes that there are over 30 companies with
significant competitive positions within the ordinary life, group life, group
accident and health and special risk reinsurance markets within the United
States. Life Re believes that within this market it is among the five largest of
those companies, based on reinsurance in force. However, there can be no
assurance that Life Re's competitive position will not be adversely affected by
the entrance into the reinsurance marketplace of new competitors, which
competitors may have considerably greater financial and marketing resources than
the Company.
7
<PAGE> 10
FORWARD LOOKING INFORMATION. The statements included or
incorporated in this Prospectus regarding future financial performance and
results and the other statements that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. The words "expect," "project,"
"estimate," "predict," "anticipate," "believes" and similar expressions are also
intended to identify forward-looking statements. Such statements are subject to
numerous risks, uncertainties and assumptions, including but not limited to, the
uncertainties relating to industry and market conditions which may impact the
need and/or financial ability to obtain reinsurance, insurance or retrocessional
reinsurance; changes in laws and government regulations applicable to the
Company; the ability of the Company to successfully implement its operating
strategies; material fluctuations in interest rate levels; material changes in
morbidity and mortality experience; material changes in the level of operating
expenses; and the success or failure of certain of the Company's clients in
premium writing, and other risks and uncertainties described in this Prospectus
and in the Company's other filings with the SEC. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.
8
<PAGE> 11
SELLING STOCKHOLDERS
The following table sets forth as of September 2, 1997 (except
where indicated), and upon completion of this offering, information with regard
to the beneficial ownership of the Company's Common Stock by the Selling
Stockholders. Such Selling Stockholders may not have a present intention of
selling Common Stock and each Selling Stockholder may offer less than the amount
of Shares indicated:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Shares Beneficially Owned
Prior to Offering(1) to be After Offering
Name and Address Number Percentage Offered(1)(2) Number Percentage
- ---------------- ------ ---------- ------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Samuel V. Filoromo, Jr. 131,550 1.0 60,000 71,550 *
Officer and Director
133 Indian Cave Road
Ridgefield, CT
Theresa L. Rudolph 39,745 * 7,000 32,745 *
Officer
15 Craig Court
Stamford, CT
</TABLE>
* Indicates amount is less than 1%.
(1) Includes shares of Common Stock subject to options, which options are
currently exercisable or become exercisable on November 1, 1997.
(2) The persons listed as Selling Stockholders may not have a present
intention of selling the Shares and each Selling Stockholder may
offer less than the amount of Shares indicated.
9
<PAGE> 12
PLAN OF DISTRIBUTION; USE OF PROCEEDS
Any or all of the Shares may be offered and sold to purchasers
directly by or on behalf of the Selling Stockholders from time to time in
brokers transactions (as such term is defined under Rule 144(g) prescribed by
the SEC pursuant to the Securities Act), on the New York Stock Exchange or in
the over-the-counter market, at prices obtainable at the time of sale. Brokers
will receive customary commissions for executing such sales from the Selling
Stockholders. Other than as described below, the Company will not receive any of
the proceeds from the sale of the Shares.
In order to comply with the securities laws of certain states,
sales of the Shares to the public in such states may be made only through
broker-dealers who are registered or licensed in such states. Sales of the
Shares must also be made by the Selling Stockholders in compliance with other
applicable state securities laws and regulations.
The Shares offered by the Selling Stockholders were issued
pursuant to certain agreements between the Company and such Selling
Stockholders. Such agreements obligate each of the Selling Stockholders to remit
proceeds received from the sale of their respective Shares to Life Re in
repayment of loans made by Life Re to each of such Selling Stockholders to
finance the Selling Stockholders' purchase of their respective Shares. In that
connection, as of June 30, 1997, Mr. Filoromo and Ms. Rudolph had outstanding
balances on their loans in the amounts of $449,415.41 and $52,655.42,
respectively. Other than proceeds used by the Selling Stockholders to repay such
loans, the Company will not receive any of the proceeds from the sale of Shares
by the Selling Stockholders hereunder.
10
<PAGE> 13
EXPERTS
Independent Auditors
The consolidated financial statements and schedule of the
Company appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
by reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim
financial information for the three-month periods ended March 31, 1997 and March
31, 1996 and the six-month periods ended June 30, 1997 and June 30, 1996,
incorporated by reference in this Prospectus, Ernst & Young LLP have reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate reports,
included in the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997, and incorporated herein by reference, state
that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted considering the limited nature of the
review procedures applied. The independent auditors are not subject to the
liability provisions of Section 11 of the Securities Act for their report on the
unaudited interim financial information because that report is not a "report" or
a "part" of the Registration Statement prepared or certified by the auditors
within the meanings of Sections 7 and 11 of the Securities Act.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company
by W. Weldon Wilson, Esq., General Counsel of the Company.
11
<PAGE> 14
LIFE RE CORPORATION
PROSPECTUS
SEPTEMBER 5, 1997
No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made hereby. If given or made, such information or
representation must not be relied upon as having been authorized by Life Re or
any Selling Stockholder. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby to any
person in any jurisdiction in which it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of Life Re since the date hereof.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION..........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................3
THE COMPANY....................................................................4
CERTAIN INVESTMENT CONSIDERATIONS..............................................6
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION; USE OF PROCEEDS.........................................10
EXPERTS.......................................................................11
LEGAL MATTERS.................................................................11
12
<PAGE> 15
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses
payable by the Company in connection with the registration of the Common Stock.
All of the amounts shown are estimates except the registration fee.
Registration fee......................................................$ 1,035.46
Legal fees and expenses ................................................5,000.00
Accounting fees and expenses...........................................10,000.00
Miscellaneous...........................................................2,500.00
TOTAL $18,535.46
==========
Item 15. Indemnification of Directors and Officers.
Life Re Corporation is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law ("DGCL"), which provides
that a corporation may indemnify any person, including an officer or director,
who is, or is threatened to be made, party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation or is or was serving at the
request of such corporation as an officer, director, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding provided such officer, director,
employee, or agent acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation's best interest and, with
respect to criminal proceedings, had no reasonable cause to believe that his or
her conduct was unlawful. Section 145 provides further that a Delaware
corporation may indemnify officers, directors, employees, or agents of the
corporation in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer, director, employee, or agent is adjudged to be liable
to the corporation. Where an officer, director, employee, or agent
13
<PAGE> 16
is successful on the merits or otherwise in the defense of any action referred
to above or any claim therein, the corporation must indemnify him or her against
the expenses that such person actually and reasonably incurred. Article Ten of
the Company's Certificate of Incorporation permits the Company to indemnify its
directors to the full extent permitted by law and provides that directors shall
not be liable for monetary damages to the Company or its stockholders for breach
of fiduciary duty, except to the extent not permitted under the DGCL. Article IV
of the By-Laws of the Company provides for the indemnification of any person
made a party to any action, suit or proceeding by reason of the fact that he or
she is a director or officer of the Company, so long as such person acted in
good faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the Company. Such indemnity shall be to the
fullest extent permitted under the laws of the State of Delaware.
In addition, the Company has entered into certain employment and
severance agreements with certain members of its senior management which include
provisions for the indemnification by the Company of each of them to the full
extent permitted by the DGCL. In that connection, the Company also agreed to
maintain director and officer liability insurance policies (the "Insurance")
covering such management employees. Such Insurance also covers those directors
of the Company who are not also employees of the Company.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of counsel as to legality
of securities being registered
23.1 Acknowledgment Letter of Ernst &
Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of counsel. (The Consent
of counsel will be included in
Exhibit 5.)
</TABLE>
14
<PAGE> 17
Item 17. 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 prospectus required by section
10(a)(3) of the Securities Act of 1933;
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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
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 (ii) do
not apply if 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 SEC 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.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
15
<PAGE> 18
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.
16
<PAGE> 19
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 Stamford, State of Connecticut, on September 5, 1997.
LIFE RE CORPORATION
By: /s/ Rodney A. Hawes, Jr.
------------------------
Rodney A. Hawes, Jr.
Chairman of the Board and
Chief Executive Officer
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.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
Chairman of the Board, Chief
/s/ Rodney A. Hawes, Jr. Executive Officer, Office of September 5, 1997
- ------------------------- the Chairman and Director
Rodney A. Hawes, Jr.
Vice Chairman of the Board,
/s/ Douglas M. Schair Chief Investment Officer, September 5, 1997
- ------------------------- Office of the Chairman and
Douglas M. Schair Director
President, Chief Operating
/s/ Jacques E. Dubois Officer, Office of the September 5, 1997
- ------------------------- Chairman and Director
Jacques E. Dubois
/s/ Chris C. Stroup Executive Vice President, September 5, 1997
- ------------------------- Chief Financial Officer,
Chris C. Stroup (principal accounting officer
and principal financial
officer) and Director
/s/ Samuel V. Filoromo Vice President - Operations September 5, 1997
- ------------------------- and Director
Samuel V. Filoromo
</TABLE>
17
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Carolyn K. McCandless Director August 18, 1997
- ---------------------------------
Carolyn K. McCandless
/s/ K. Fred Skousen Director August 18, 1997
- ---------------------------------
K. Fred Skousen
/s/ T. Bowring Woodbury, II Director August 15, 1997
- ---------------------------------
T. Bowring Woodbury, II
</TABLE>
18
<PAGE> 21
LIFE RE CORPORATION
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5 Opinion of counsel as to
legality of securities being
registered
23.1 Acknowledgment Letter of
Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of counsel. (The
Consent of counsel will be
included in Exhibit 5.)
</TABLE>
19
<PAGE> 1
September 5, 1997
Life Re Corporation
969 High Ridge Road
Stamford, Connecticut 06905
Re: Registration Statement on Form S-3
Dear Sirs:
As general counsel to Life Re Corporation (the "Company"), I am
delivering to you this opinion in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed with the Securities and
Exchange Commission covering the proposed sale by two selling stockholders (the
"Selling Stockholders") of up to 67,000 shares of the Company's Common Stock,
$.001 par value (the "Shares").
In connection with rendering this opinion, I have examined such
corporate records, certificates and other documents as I have considered
necessary for the purposes hereof. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as copies and the conformity to the original documents of all documents
submitted to me as copies and the authenticity of the originals of such latter
documents. As to any facts material to my opinion, I have, when relevant facts
were not independently established, relied upon the aforesaid records,
certificates and documents.
Based upon the foregoing, I am of the opinion that the Shares to be
registered for sale by the Selling Stockholders under the Registration Statement
have been duly authorized and, when sold in the manner provided in the
Prospectus, will be validly issued, fully paid and non-assessable.
This opinion is rendered under and limited to the laws of the General
Corporation law of the State of Delaware and the Federal law of the United
States.
I consent to the filing of this opinion with and as a part of the
Registration Statement.
Very truly yours,
/s/ W. Weldon Wilson
W. Weldon Wilson
General Counsel
<PAGE> 1
The Board of Directors
Life Re Corporation
We are aware of the incorporation by reference in the Registration Statement on
Form S-3 of Life Re Corporation for the registration of 67,000 shares of its
common stock of our reports dated May 1, 1997 and July 29, 1997 relating to the
unaudited condensed consolidated interim financial statements of Life Re
Corporation that are included in its Forms 10-Q for the quarters ended March 31,
1997 and June 30, 1997.
/s/ Ernst & Young LLP
Ernst & Young LLP
Stamford, Connecticut
August 29, 1997
<PAGE> 1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Life Re Corporation
for the registration of 67,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 4, 1997, with
respect to the consolidated financial statements and schedule of Life Re
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Stamford, Connecticut
August 29, 1997
