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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), (C) AND (D) AND
AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
(Amendment No. 1 )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)
March 11, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
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 7 Pages)
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CUSIP No. 532160 10 8 13G Page 2 of 7 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 613,666
SHARES
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BENEFICIALLY 6. SHARED VOTING POWER 224,200
OWNED BY
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EACH 7. SOLE DISPOSITIVE POWER 613,666
REPORTING
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PERSON WITH 8. SHARED DISPOSITIVE POWER 200,000
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9. AGGREGATE AMOUNT BENEFICIALLY 837,866*
OWNED BY REPORTING PERSON
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%
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12. TYPE OF REPORTING PERSON IN
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* Includes 24,200 shares of Common Stock as to which the reporting person
disclaims beneficial ownership pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended. (See Item 4 hereof).
Page 2 of 7 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
Page 3 of 7 Pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:*
(a)[ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b)[ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)[ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d)[ ] Investment company registered under Section 8 of the
Investment Company Act;
(e)[ ] An investment adviser in accordance with Rule 13d-1(b)
(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ ]
* This statement is filed pursuant to Rule 13d-2(b); none of
the above descriptions are applicable to the Reporting
Person.
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
As of March 31, 1998, the Reporting Person beneficially owned
837,866 shares of Common Stock.
(b) Percent of Class:
The Reporting Person beneficially owns 837,866 shares of Common
Stock, constituting 4.8% of the outstanding shares of Common
Stock. Such figure is based on the number of shares of Common
Stock outstanding as of March 31, 1998 and is derived from the
Company's Annual Report on Form 10-K for the year ended December
31, 1997 filed with the Securities and Exchange Commission (File
No. 1-11340).
Page 4 of 7 Pages
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(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 613,666 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 613,666 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 837,866 shares of Common Stock, consisting of (a)
575,366 issued shares of Common Stock and (b) 262,500 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 at $22 per share, (ii) 50,000 shares of Common Stock each
at $20.125 per share, (iii) 37,500 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 March 31, 1998.
The Reporting Person has sole voting and dispositive power with
respect to 613,666 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,
Page 5 of 7 Pages
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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.
If this statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [x]
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 6 of 7 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.
April 6, 1998
/s/ Douglas M. Schair
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Douglas M. Schair
Page 7 of 7 Pages
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