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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(B) AND (C) AND
AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
(Amendment No. ______)1
LIFE RE CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE 532160 10 8
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
(1) The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
(Page 1 of 6 Pages)
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CUSIP No. 532160 10 8 13G Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS DOUGLAS M. SCHAIR
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY) NOT APPLICABLE.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF UNITED STATES OF AMERICA
ORGANIZATION
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NUMBER OF 5. SOLE VOTING POWER 897,000
SHARES
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BENEFICIALLY 6. SHARED VOTING POWER 224,200
OWNED BY
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EACH 7. SOLE DISPOSITIVE POWER 897,000
REPORTING
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PERSON WITH 8. SHARED DISPOSITIVE POWER 200,000
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9. AGGREGATE AMOUNT BENEFICIALLY 1,097,000*
OWNED BY REPORTING PERSON
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [X]
CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0%
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12. TYPE OF REPORTING PERSON IN
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* Excludes 24,200 shares of Common Stock as to which the reporting person
disclaims beneficial ownership. (See Item 4 hereof).
Page 2 of 6 Pages
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ITEM 1(A). NAME OF ISSUER:
Life Re Corporation (hereinafter referred to as the
"Company").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
969 High Ridge Road
Stamford, Connecticut 06905
ITEM 2(B). NAME OF PERSON FILING:
This report is being filed by Douglas M. Schair (the
"Reporting Person").
ITEM 2(C). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
969 High Ridge Road
Stamford, Connecticut 06905
ITEM 2(D). CITIZENSHIP:
United States of America
ITEM 2(E). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (hereinafter
referred to as "Common Stock").
ITEM 2(F). CUSIP NUMBER:
532160 10 8
ITEM 3. IDENTIFICATION OF PERSONS FILING PURSUANT TO RULES
13D-1(B) OR 13D-2(B):
Not applicable.
Page 3 of 6 Pages
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ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
As of December 31, 1997, the Reporting Person beneficially owned
1,097,000 shares of Common Stock.
(b) Percent of Class:
The Reporting Person beneficially owns 1,097,000 shares of
Common Stock, constituting 8.0% of the outstanding shares of
Common Stock. Such figure is based on the number of shares of
Common Stock outstanding as of September 30, 1997 and is derived
from the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997 filed with the
Securities and Exchange Commission (File No. 1-11340).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
The Reporting Person has sole voting power with respect
to 897,000 shares of Common Stock directly owned by the
Reporting Person. See the information set forth below.
(ii) Shared power to vote or to direct the vote:
The Reporting Person has shared power to vote or direct
the vote of 224,200 shares of Common Stock. See the
information set forth below.
(iii) Sole power to dispose or to direct the disposition of:
The Reporting Person has sole dispositive power with
respect to 897,000 shares of Common Stock directly
owned by the Reporting Person. See the information set
forth below.
(iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has shared power to dispose or
direct the disposition of 200,000 shares of Common
Stock indirectly owned by the Reporting Person. See the
information set forth below.
Douglas M. Schair (Vice Chairman of the Board, Chief Investment
Officer and a Director of the Company) beneficially owns an
aggregate of 1,097,000 shares of Common Stock, consisting of (a)
859,500 issued shares of Common Stock and (b) 237,500 shares of
Common Stock that may be acquired pursuant to the exercise of
vested options to acquire (i) 100,000 shares of Common Stock
each
Page 4 of 6 Pages
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at $22 per share, (ii) 37,500 shares of Common Stock each at
$20.125 per share, (iii) 25,000 shares of Common Stock each at
$19.625 per share, (iv) 50,000 shares of Common Stock each at
$25 per share and (v) 25,000 shares of Common Stock each at
$39.625 per share, all of which may be purchased within sixty
days of December 31, 1997.
The Reporting Person has sole voting and dispositive power with
respect to 897,000 shares of Common Stock held directly by the
Reporting Person. The Reporting Person shares voting and
dispositive power with Leslie N. Cohen with respect to 200,000
shares of Common Stock held indirectly by the Reporting Person
as co-trustee of the Douglas M. Schair 1997 I Trust.
The Reporting Person shares voting and investment power with
respect to 24,200 shares of Common Stock owned by a non-profit
organization qualified under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended. Pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, the Reporting
Person may be deemed to beneficially own the 24,200 shares owned
by such non-profit organization; however, the Reporting Person
expressly disclaims beneficial ownership of the such shares
pursuant to Rule 13d-4 under the Securities Exchange of 1934, as
amended.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 5 of 6 Pages
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SIGNATURES
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.
February 16, 1998
/s/ Douglas M. Schair
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Douglas M. Schair
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