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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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LIFE RE CORPORATION DELAWARE 01-0437851
(EXACT NAME OF THE REGISTRANT (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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969 HIGH RIDGE ROAD
STAMFORD, CONNECTICUT 06905
(203) 321-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF THE
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 THE REGISTRANT)
COPIES TO:
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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
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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] 333-46205
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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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(1) REGISTERED(2) PER UNIT(3) OFFERING PRICE(3) REGISTRATION FEE
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Common Stock, $.001 par value, of Life
Re Corporation........................ 400,000 $66.125 $26,450,000 $7,803(4)
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(1) The shares of Common Stock are not being registered for the purpose of
offers or sales outside the United States in circumstances under which
registration is not required under the Securities Act of 1933, as amended.
(2) Includes 50,000 shares of Common Stock that the Underwriters may purchase
from certain stockholders of the Company to cover over-allotments, if any.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on 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.
(4) These securities are in addition to 4,025,000 shares of Common Stock
registered pursuant to Registration Statement No. 333-46205 for which a
filing fee of $78,961 has been paid.
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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 shares of Common Stock, par value $.001 par share, of Life Re
Corporation, a Delaware corporation (the "Company"), as were included in the
Company's Registration Statement on Form S-3 (Registration No. 333-46205), 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.
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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 March 11, 1998.
LIFE RE CORPORATION
By: /s/ RODNEY A. HAWES, JR.
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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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/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 Chairman
Jacques E. Dubois and Director
/s/ CHRIS C. STROUP Executive Vice President, Chief March 11, 1998
- --------------------------------------------------- Financial Officer and Director
Chris C. Stroup (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
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EXHIBIT INDEX
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EXHIBIT
NO.
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5.1 Opinion of Weil, Gotshal & Manges LLP.
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.
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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 Gentlemen:
We have acted as counsel to Life Re Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), by the Company of a Registration Statement on Form S-3
(the "Registration Statement") with respect to (i) the public offering
of 200,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), by the Company (the "Firm Shares"), and (ii) the public
offering of 200,000 shares of Common Stock by certain stockholders of the
Company (the "Selling Stockholders"), including 50,000 shares of Common Stock
subject to an over-allotment option granted by the Selling Stockholders to the
underwriters of the public offering (the "Secondary Shares"). The Registration
Statement is being filed pursuant to Rule 462(b) under the Securities Act with
respect to the registration of additional shares of Common Stock as were
included in the Company's Registration Statement on Form S-3 (Registration No.
333-46205). 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 and 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 of the Selling
Stockholders, and have made such inquiries of such officers and
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Life Re Corporation
March 11, 1998
Page 2
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 document 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 of the Selling Stockholders.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the Secondary Shares are, and the Firm Shares, when duly
authorized, issued, delivered and sold against payment therefor in the manner
set forth in the Registration Statement, will be, validly issued, fully paid and
nonassessable.
The opinion expressed herein is limited to 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 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 opinion expressed herein is 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, quoted, filed with
a governmental agency or otherwise referred to without our prior written
consent, except as noted above.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
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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 400,000 shares of its common stock 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
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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 400,000 shares of 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
Stamford, Connecticut
March 9, 1998
