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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<S> <C> <C>
LIFE RE CORPORATION DELAWARE 01-0437851
LIFE RE CAPITAL TRUST II DELAWARE 06-645-7886
(EXACT NAME OF THE REGISTRANTS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN THEIR RESPECTIVE INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
CHARTERS)
</TABLE>
969 HIGH RIDGE ROAD
STAMFORD, CONNECTICUT 06905
(203) 321-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF EACH
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
W. WELDON WILSON
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LIFE RE CORPORATION
969 HIGH RIDGE ROAD
STAMFORD, CONNECTICUT 06905
(203) 321-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE FOR EACH REGISTRANT)
------------------------
COPIES TO:
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<S> <C>
THOMAS A. ROBERTS ALAN J. SINSHEIMER
DAVID P. STONE WILLIAM D. TORCHIANA
WEIL, GOTSHAL & MANGES LLP SULLIVAN & CROMWELL
767 FIFTH AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10004
(212) 310-8000 (212) 558-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. [ ]
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. [X] 333-46213
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. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Adjustable Conversion-rate Equity Security
Units(3)................................... 345,000 $66.125 $22,813,125 $6,730
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Quarterly Income Preferred Securities of
Life Re Capital Trust II(3)(4)...........
- ---------------------------------------------------------------------------------------------------------------------------------
Purchase Contracts of Life Re
Corporation(3)(5)........................
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Junior Subordinated Debentures of Life Re
Corporation(6)...........................
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Life Re Corporation Guarantee with respect
to the Quarterly Income Preferred
Securities of Life Re Capital Trust
II(7)....................................
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Common Stock, $.001 par value, of Life Re
Corporation(8)............................... 345,000 $66.125 $22,813,125 $6,730
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Total.................................... $45,626,250 $13,460(9)
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(1) Includes 45,000 Units that the Underwriters' may purchase to cover
over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), under the Securities Act of 1933, as amended, based
upon the average of the high and low sales prices of Common Stock of Life Re
Corporation as reported on the New York Stock Exchange on March 10, 1998.
The Stated Amount of the Units will be set to equal the last reported sale
price of the Common Stock on the New York Stock Exchange on the date of such
determination. Each Purchase Contract will be settled on the Stock Purchase
Date for up to one share of Common Stock based upon the Settlement Rate.
(3) Each Unit consists initially of a QUIPS and a Purchase Contract.
(4) Each QUIPS represents a preferred undivided beneficial interest in the
assets of Life Re Capital Trust II.
(5) Each Purchase Contract obligates Life Re Corporation to sell, and the holder
thereof to purchase, on the Stock Purchase Date such number of shares of
Common Stock of Life Re Corporation equal to the Settlement Rate.
(6) The Junior Subordinated Debentures to be issued by Life Re Corporation will
be purchased by Life Re Capital Trust II with the proceeds of the sale of
the QUIPS, and may be later distributed among the holders of the QUIPS for
no separate consideration upon a dissolution of Life Re Capital Trust II and
the distribution of the assets thereof.
(7) No separate consideration will be received for the Guarantee of Life Re
Corporation.
(8) Such currently indeterminate number of shares of Common Stock (not to exceed
345,000 shares) as will be issued by Life Re Corporation upon settlement of
the Purchase Contracts.
(9) These securities are in addition to 1,725,000 Units and 1,725,000 shares of
Common Stock registered pursuant to Registration Statement No. 333-46213 for
which a filing fee of $67,681 has been paid.
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<PAGE> 2
EXPLANATORY NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, this
Registration Statement is being filed with respect to the registration of
additional securities of Life Re Corporation, a Delaware corporation (the
"Company"), and Life Re Capital Trust II, a Delaware business trust (the
"Trust"), as were included in the Registration Statement on Form S-3
(Registration No. 333-46213) of the Company and the Trust, which was declared
effective on March 10, 1998 (the "Earlier Registration Statement"). Pursuant to
General Instruction IV to Form S-3, the contents of the Earlier Registration
Statement, including the exhibits thereto, are incorporated by reference into
this Registration Statement. The form of prospectus contained in the Earlier
Registration Statement will reflect the aggregate amount of securities
registered in this Registration Statement and the Earlier Registration
Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Life Re
Corporation 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 March 11,
1998.
LIFE RE CORPORATION
By: /s/ RODNEY A. HAWES, JR.
------------------------------------
Name: Rodney A. Hawes, Jr.
Title: 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.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ RODNEY A. HAWES, JR. Chairman of the Board, Chief March 11, 1998
- --------------------------------------------------- Executive Officer, Office of
Rodney A Hawes, Jr. the Chairman and Director
(principal executive officer)
/s/ DOUGLAS M. SCHAIR Vice Chairman of the Board, March 11, 1998
- --------------------------------------------------- Chief Investment Officer,
Douglas M. Schair Office of the Chairman and
Director
/s/ JACQUES E. DUBOIS President, Chief Operating March 11, 1998
- --------------------------------------------------- Officer, Office of the
Jacques E. Dubois Chairman and Director
/s/ CHRIS C. STROUP Executive Vice President, Chief March 11, 1998
- --------------------------------------------------- Financial Officer and
Chris C. Stroup Director (principal
accounting officer and
principal financial officer)
/s/ SAMUEL V. FILOROMO Vice President -- Operations March 11, 1998
- --------------------------------------------------- and Director
Samuel V. Filoromo
Director
- ---------------------------------------------------
Carolyn K. McCandless
Director
- ---------------------------------------------------
K. Fred Skousen
Director
- ---------------------------------------------------
T. Bowring Woodbury, II
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Life Re Capital
Trust II 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 March 11, 1998.
LIFE RE CORPORATION,
as Depositor
By: /s/ W. WELDON WILSON
------------------------------------
Name: W. Weldon Wilson
Title: Vice President, General Counsel
and
Secretary
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO.
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5.1 Opinion of Weil, Gotshal & Manges LLP.
8.1 Tax Opinion of Sullivan & Cromwell.
15.1 Letter re unaudited interim financial information.
23.1 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1 hereto).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Sullivan & Cromwell (included in Exhibit 8.1
hereto).
</TABLE>
<PAGE> 1
Exhibit 5.1
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
March 11, 1998
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905
Ladies and Gentleman:
We have acted as counsel to Life Re Corporation, a Delaware corporation
(the "Company"), and Life Re Capital Trust II, a Delaware business trust (the
"Trust"), in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 (the "Registration Statement") with respect
to the registration of (i) junior subordinated deferrable interest debentures of
the Company (the "Junior Subordinated Debentures"), (ii) quarterly income
preferred securities of the Trust (the "QUIPS"), (iii) shares of common stock of
the Company, par value $.001 per share (the "Common Stock"), (iv) stock purchase
contracts of the Company for the purchase of Common Stock (the "Purchase
Contracts"), (v) adjustable conversion-rate equity security units of the
Company, each representing (a) the right to purchase Common Stock under a
Purchase Contract and (b) ownership of QUIPS, Junior Subordinated Debentures or
other securities securing the holder's obligation to purchase Common Stock under
a Purchase Contract (the "Units") and (vi) a guarantee of certain payment
obligations of the Trust with respect to the QUIPS to be executed and delivered
by the Company for the benefit of the holders of the QUIPS. The Registration
Statement is being filed pursuant to Rule 462(b) under the Securities Act with
respect to the registration of additional securities of the Company and the
Trust as were included in the Registration Statement on Form S-3 (Registration
No. 333-46213). Capitalized terms defined in the Registration Statement and used
but not otherwise defined herein are used herein as such terms are defined in
the Registration Statement.
In so acting, we have reviewed the Registration Statement, including the
form of Indenture (the "Indenture") between the Company and The Bank of New
York, as Debenture Trustee, the form of Junior Subordinated Debenture set forth
in
<PAGE> 2
Life Re Corporation
March 11, 1998
Page 2
the Indenture, the form of Amended and Restated Declaration of Trust (the
"Declaration") among the Company, as Sponsor, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the
Administrators named therein, the form of QUIPS set forth in the Declaration,
the form of Guarantee Agreement (the "Guarantee Agreement") by and between the
Company and The Bank of New York, as Guarantee Trustee, the form of Guarantee
set forth in the Guarantee Agreement, the form of Master Unit Agreement (the
"Master Unit Agreement") by and between the Company and The Bank of New York, as
Unit Agent, and the form of Units set forth in the Master Unit Agreement, each
of which is incorporated by reference as an exhibit to the Registration
Statement. In addition, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company and the
Trust, and have made such inquiries of such officers and representatives, as we
have deemed relevant and necessary as a basis for the opinions hereinafter set
forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company and the Trust. We have also assumed (i) the due
organization and valid existence of the Company and the Trust, (ii) that each of
the Company and the Trust has the requisite power and authority to enter into
and perform its respective obligations under the Indenture, the Junior
Subordinated Debentures, the Declaration, the QUIPS, the Guarantee Agreement,
the Guarantee, the Master Unit Agreement and the Units and (iii) the due
authorization, execution and delivery of the Indenture, the Junior Subordinated
Debentures, the Declaration, the QUIPS, the Guarantee Agreement, the Guarantee,
the Master Unit Agreement and the Units by the Company and the Trust, as the
case may be.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that when the Indenture, the Declaration, the Guarantee
Agreement and the Master Unit Agreement will have been duly authorized, executed
and delivered by the other parties thereto:
1. The Junior Subordinated Debentures, when duly executed and
authenticated by the Debenture Trustee pursuant to
<PAGE> 3
Life Re Corporation
March 11, 1998
Page 3
the terms of the Indenture and issued, delivered and sold against
payment therefor in accordance with the terms of the Indenture and as
contemplated by the Registration Statement, will be validly issued and
will constitute the legally binding obligations of the Company,
enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2. The QUIPS, when duly executed and authenticated by the
Property Trustee in accordance with the terms of the Declaration and
issued, delivered and sold against payment therefor in accordance with
the terms of the Declaration and as contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
3. The Purchase Contracts, when issued, delivered and sold
against payment therefor in accordance with the terms of the Master
Unit Agreement and as contemplated by the Registration Statement, will
be validly issued and will constitute the legally binding obligations
of the Company, enforceable against the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
4. The Units, when duly executed and authenticated by the Unit
Agent in accordance with the terms of the Master Unit Agreement and
issued, delivered and sold against payment therefor in accordance with
the terms of the Master Unit Agreement and as contemplated by the
Registration Statement, will be validly issued, fully paid and
nonassessable.
5. The Common Stock to be issued pursuant to the Purchase
Contracts, when issued, delivered and sold against payment therefor
in accordance with the terms of the Master Unit Agreement and the
Purchase Contracts and as contemplated by the Registration Statement
(assuming that the Company has reserved for issuance the requisite
number of shares of Common Stock), will be validly issued, fully paid
and nonassessable.
<PAGE> 4
Life Re Corporation
March 11, 1998
Page 4
6. The Guarantee, when duly executed and authenticated by the
Guarantee Trustee pursuant to the terms of the Guarantee Agreement and
when the QUIPS to which such Guarantee relates have been duly issued,
delivered and sold against receipt by the Trust of payment therefor in
accordance with the terms of the Declaration and as contemplated by
the Registration Statement, will constitute the legally binding
obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding
at law or in equity).
The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the State of Delaware and the federal laws of the
United States, and we express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus which is incorporated by reference in
the Registration Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. This opinion may not be used
or relied upon by any other person and may not be disclosed to a third party,
filed with a governmental agency, quoted, cited or otherwise referred to without
our prior written consent, except as noted above.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
<PAGE> 1
Exhibit 8.1
March 11, 1998
Life Re Corporation,
969 High Ridge Road,
Stamford, Connecticut 06905.
Dear Sirs:
We have acted as special tax counsel to Life Re Corporation
("Life Re") and Life Re Capital Trust II (the "Trust") in connection with the
Registration Statement on Form S-3 of Life Re and the Trust filed with the
Securities and Exchange Commission on March 11, 1998 (the "Registration
Statement") and hereby confirm to you our opinion as set forth under the heading
"Certain Federal Income Tax Consequences" in the Prospectus incorporated by
reference in the Registration Statement.
We hereby consent to the filing with the Securities and
Exchange Commission of this letter as an exhibit to the Registration Statement
and the reference to us under the heading "Certain Federal Income Tax
Consequences." In giving such consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE> 1
Exhibit 15.1
The Board of Directors
Life Re Corporation
We are aware of the incorporation by reference in the Registration
Statement (Form S-3 No. 333- ) of Life Re Corporation for the registration
of 345,000 Units of our reports dated May 1, 1997; July 29, 1997; and October
30, 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; June 30, 1997; and September 30, 1997.
/s/ Ernst & Young LLP
Stamford, Connecticut
March 9, 1998
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333- ) and related Prospectus of
Life Re Corporation for the registration of 345,000 Units 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
Stamford, Connecticut
March 9, 1998
