<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1998
REGISTRATION NO. 333-46205
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C>
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)
</TABLE>
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:
<TABLE>
<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>
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. [ ]
- ------------------------
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
============================================================================================================================
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
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value, of Life
Re Corporation........................ 4,025,000 $66.50 $267,662,500 $78,961(4)
============================================================================================================================
</TABLE>
(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 525,000 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 February 10, 1998.
(4) Previously paid.
------------------------
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 THIS 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> 2
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 ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH 10, 1998
3,500,000 SHARES
LIFE RE CORPORATION
COMMON STOCK
[LIFE RE CORPORATION LOGO](PAR VALUE $.001 PER SHARE)
------------------------
Of the 3,500,000 shares of Common Stock offered, 2,800,000 shares are being
offered hereby in the United States and 700,000 shares are being offered in a
concurrent international offering outside the United States. The initial public
offering price and aggregate underwriting discount per share will be identical
for both offerings. See "Underwriting".
Of the 3,500,000 shares of Common Stock offered, 3,300,000 shares are being
sold by the Company and 200,000 shares are being sold by the Selling
Stockholders. See "Selling Stockholders". The Company will not receive any of
the proceeds from the sale of the shares being sold by the Selling Stockholders.
The last reported sale price of the Common Stock, which is listed under the
symbol "LRE", on the New York Stock Exchange on March 9, 1998 was $64 3/4 per
share. See "Price Range of Common Stock and Dividends".
Concurrently with the offering made hereby, the Company is also offering
1,500,000 % Adjustable Conversion-rate Equity Security Units, which in the
aggregate consist of (a) contracts to purchase between and 1,500,000
shares ( and 1,725,000 shares if the underwriters' over-allotment
option is exercised in full) of Common Stock on , 2001 and (b)
$ million of % Quarterly Income Preferred Securities of Life Re Capital
Trust II maturing on , 2003. The Units Offering is being made by
a separate prospectus. Neither the Units Offering nor the offering made hereby
is conditioned on the consummation of the other offering.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT(1) COMPANY(2) STOCKHOLDERS
-------------- ------------ ----------- -------------------
<S> <C> <C> <C> <C>
Per Share................. $ $ $ $
Total(3).................. $ $ $ $
</TABLE>
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(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting estimated expenses of $ payable by the Company.
(3) The Selling Stockholders have granted the U.S. Underwriters an option for 30
days to purchase up to an additional 420,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, the Selling Stockholders have granted the
International Underwriters a similar option with respect to an additional
105,000 shares as part of the concurrent international offering. If such
options are exercised in full, the total initial public offering price,
underwriting discount and proceeds to Selling Stockholders will be
$ , $ and $ , respectively. See "Underwriting".
------------------------
The shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
rights to reject any order in whole or in part. It is expected that certificates
for the shares will be ready for delivery in New York, New York, on or about
, 1998, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
CIBC OPPENHEIMER CONNING & COMPANY
------------------------
The date of this Prospectus is , 1998.
<PAGE> 3
FORWARD-LOOKING STATEMENTS
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 of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Such statements may include, but are not limited to, projections of
earnings, revenues, income or loss, capital expenditures, plans for future
operations and financing needs or plans, as well as assumptions relating to the
foregoing. The words "expect", "project", "estimate", "predict", "anticipate",
"believes" and similar expressions are also intended to identify forward-
looking statements. Forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified. Future
events and actual results, performance and achievements could differ materially
from those set forth in, contemplated by or underlying the forward-looking
statements. Such factors include, but are not limited to, the uncertainties
relating to general economic and business 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 implement its operating strategies
successfully; the ability of the Company to execute Administrative
Reinsurance(SM) transactions and the amount, timing and returns therefrom;
material fluctuations in interest rate levels; material changes in mortality and
morbidity experience; material changes in persistency; 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
Securities and Exchange Commission (the "Commission"). Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.
------------------------
CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE COMMON
STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN
SUCH SECURITIES AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERINGS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
------------------------
The Company owns, directly or indirectly, all of the outstanding voting
securities of its insurance subsidiaries, TexasRe Life Insurance Company
("TexasRe"), Life Reassurance Corporation of America ("Life Reassurance") and
Reassure America Life Insurance Company ("REALIC"), and 79% of the outstanding
voting securities of its insurance subsidiary, American Merchants Life Insurance
Company ("AML"), which are domiciled in Texas, Connecticut, Illinois and
Illinois, respectively. Under the Connecticut, Illinois and Texas insurance
laws, unless (i) certain filings are made with the Connecticut Insurance
Department, the Illinois Department of Insurance or the Texas Department of
Insurance, as the case may be, (ii) certain requirements are met, including, in
the case of Texas, a public hearing and/or (iii) approval or exemption is
granted by the applicable insurance commissioner, no person may acquire any
voting security or security convertible into a voting security of an insurance
holding company, such as the Company, which controls a Connecticut insurance
company or an Illinois insurance company or a Texas insurance company, or merge
with such a holding company, if as a result of such transaction such person
would "control" the insurance holding company. "Control" is presumed to exist in
Connecticut, Illinois and Texas if a person directly or indirectly owns or
controls 10% or more of the voting securities of another person. Any purchase of
shares of the Company's Common Stock, par value $.001 per share (the "Common
Stock"), that would result in the purchaser's owning 10% or more of the voting
power of the Company will be presumed to result in the acquisition of control of
the Company's insurance subsidiaries. Such an acquisition of Common Stock would
require prior regulatory approval unless the insurance commissioner in each
state in which the Company's insurance subsidiaries are domiciled or deemed to
be commercially domiciled determines otherwise. In addition, many state
i
<PAGE> 4
insurance regulatory laws contain provisions that require prenotification to
state agencies of a change of control of a non-domestic insurance company
licensed in that state in the event specified market concentration thresholds
are triggered by an acquisition. See "Business -- Regulation -- Insurance
Holding Company Regulations".
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the Commission's regional offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and copies may be obtained
at prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. In addition, such reports, proxy statements
and other information may be accessed electronically at the Commission's site on
the World Wide Web at http://www.sec.gov. The Company's reports, proxy
statements and other information are also on file at the offices of the New York
Stock Exchange ("NYSE"), 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to herein as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act with respect to the Common Stock being offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain parts of which are
omitted as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock being offered
hereby, reference is made to the Registration Statement which can be inspected
at the public reference facilities at the offices of the Commission set forth
above. Any statements contained herein concerning the provision of any document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete,
and, in each instance, reference is made to the copy of such document so filed
for a more complete description of the matter involved. Each such reference is
qualified in its entirety by such reference.
ii
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-11340) with the
Commission pursuant to the Exchange Act are incorporated by reference herein and
made a part hereof:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
(2) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1997, June 30, 1997 and September 30, 1997;
(3) Current Reports on Form 8-K filed with the Commission on June 10,
1997 and February 13, 1998; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on August 13, 1992, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents, unless any such document
shall expressly state that it is not to be incorporated by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 by reference herein) 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 or any amendment
or supplement hereto.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Requests for such documents
should be directed to: Life Re Corporation, 969 High Ridge Road, Stamford,
Connecticut 06905, Attention: W. Weldon Wilson, Esq., Legal Department,
telephone number: (203) 321-3000.
iii
<PAGE> 6
PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information, including the Company's
consolidated financial statements and notes thereto, appearing elsewhere in this
Prospectus or incorporated herein by reference. Life Re Corporation ("Life Re"
or the "Company") was organized as a Delaware corporation in 1988 to serve as a
holding company for all of the common stock of TexasRe, a Texas insurance
company, which in turn owns all of the common stock of Life Reassurance, a
Connecticut insurance company, which in turn owns all of the common stock of
REALIC, an Illinois insurance company. Life Re also owns 79% of the common stock
of AML, an Illinois insurance company. Unless the context otherwise requires,
references in this Prospectus to the "Company" or "Life Re" shall mean Life Re,
TexasRe, Life Reassurance, REALIC and AML, collectively, and the term
"Subsidiaries" shall mean TexasRe, Life Reassurance, REALIC and AML,
collectively.
THE COMPANY
Life Re, through its principal wholly-owned subsidiary, Life Reassurance,
is a leading provider of life reinsurance in the United States, with over $145
billion of life reinsurance in force and assets of $3.7 billion at December 31,
1997. Management believes the Company is the largest independent publicly traded
life reinsurer in the United States, and that it ranks fifth overall among U.S.
life reinsurers as measured by life reinsurance in force. The Company's
operating strategy has been to focus on two core lines of business: (i)
Traditional Life Reinsurance, which involves the transfer to the Company of
mortality risks on new sales from primary (or ceding) insurers of ordinary and
group life insurance policies and (ii) Administrative Reinsurance(SM), which
involves the acquisition of blocks of life insurance in force and, frequently,
the assumption of administrative responsibility for life insurance in force by
the Company. During the five year period ending December 31, 1997, the Company's
operating earnings per share and book value per share (excluding realized and
unrealized investment gains and losses) have grown at 19% and 16% compound
annual growth rates, respectively, and return on average equity (excluding
realized and unrealized investment gains and losses) has averaged 15%.
Management estimates that between 1993 and 1996, new ordinary insurance in
force ceded to the life reinsurance market grew from $166 billion to $343
billion, representing a 27% compound annual growth rate. In addition, over the
same period, management believes there has been an expansion in the number of
opportunities to acquire blocks of life insurance in force. The Company believes
that certain dynamics in the life insurance industry have contributed to the
Company's growth over time in Traditional Life Reinsurance and Administrative
Reinsurance. These dynamics include: (i) an increasing use of life reinsurance
by primary companies as a means of managing risk-based capital pressures by
shifting mortality risk and distribution costs to reinsurers and (ii) an
increasing focus by primary companies on asset accumulation products and a
desire to eliminate or minimize mortality risk taking. Moreover, primary
companies increasingly are seeking to sell blocks of life insurance in force in
order to realize value and release capital embedded in non-core businesses or to
ease administrative burdens and costs associated with maintaining outdated or
inefficient systems.
The Company derived approximately 62% of its revenues for the year ended
December 31, 1997, and the majority of its pre-tax operating income for the same
period, from Traditional Life Reinsurance. The Company provides life reinsurance
primarily for mortality risk with respect to both ordinary and group life
insurance products on an automatic treaty basis. Substantially all of the
Company's Traditional Life Reinsurance business is marketed directly by the
Company without the use of intermediaries. Between 1993 and 1996, the Company's
new sales of ordinary life reinsurance, as measured by insurance in force
assumed, grew at a compound annual growth rate of 29%. The Company's first year
premium growth, another measure of new life insurance sales, has grown
consistently over the past several years, from $13 million in 1993 to $61
million in 1997.
1
<PAGE> 7
The Company derived approximately 18% of its revenues for the year ended
December 31, 1997 from Administrative Reinsurance. Management expects the
Administrative Reinsurance line of business to be an important source of
additional growth in the Company's pre-tax operating income. Through
Administrative Reinsurance, the Company is able to benefit from the increasing
consolidation in the life insurance industry by focusing on acquiring non-core
or smaller blocks of life insurance in force. In July 1995, the Company acquired
REALIC, which served as its initial platform for Administrative Reinsurance.
With the acquisition of REALIC, the Company obtained primary insurance licenses
and began outsourcing administrative services for acquired blocks of insurance
in force on a variable cost basis. Since 1995, the Company has acquired or is
under contract to acquire a total of 10 blocks of life insurance in force,
representing in excess of $2.0 billion in assets.
In 1997, the Company made a strategic decision to withdraw from the group
accident and health and special risk reinsurance business. This line of business
provided approximately 20% of revenues for the year ended December 31, 1997. The
decision to exit this line of business primarily was motivated by the need for
additional capital in its Traditional Life Reinsurance and Administrative
Reinsurance lines of business and the deterioration in accident and health
morbidity experience. The Company does not expect this line of business to
affect materially future results.
Life Re 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. Life Re currently has a rating of A+ (Superior) by A.M.
Best Company, Inc. ("A.M. Best"). 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 maintains its principal executive offices at 969 High Ridge Road,
Stamford, Connecticut 06905, and its telephone number is (203) 321-3000.
BUSINESS STRATEGY
The Company has established the following strategic priorities which the
Company believes will allow it to maximize stockholder value:
CAPITALIZE ON CONTINUED GROWTH IN TRADITIONAL LIFE REINSURANCE. The
Company believes that aggregate life reinsurance assumed, as a percentage of new
ordinary life insurance face amount written in the United States, grew from
approximately 15% in 1993 to approximately 30% in 1996. The Company expects that
the life reinsurance market will continue to grow as primary insurers seek to
manage risk-based capital levels and redeploy capital away from
mortality-related businesses and into their core lines of business, which
increasingly include asset accumulation businesses such as annuities and
universal life insurance.
INCREASE PENETRATION IN TRADITIONAL LIFE REINSURANCE. The Company has
experienced strong growth in first year life premiums, which have increased from
$13 million in 1993 to $61 million in 1997. The Company believes it has been
able to achieve this growth through its increased focus on marketing for new
treaties. Toward this end, in January 1996 the Company created its Office of
Life Marketing, a coordinated team of actuarial, legal, marketing and
underwriting professionals, in order to increase its focus on life reinsurance
growth. The Company intends to leverage its relationships within the life
insurance industry to further penetrate existing accounts and to expand its
customer base. Of the aggregate of $61 million of first year life premiums
assumed by the Company in 1997, approximately 50% was assumed pursuant to
treaties with seven of the largest 25 life insurance companies in the United
States, as measured by total premiums written for the year ended December 31,
1996. The Company continues to focus on enhancing existing relationships as well
as pursuing new clients for sources of first year premium growth.
2
<PAGE> 8
PARTICIPATE IN CONSOLIDATION OF LIFE INSURANCE INDUSTRY. The Company
expects to capitalize upon the consolidation of the life insurance industry
through the acquisition of insurance companies and/or reinsurance of life
insurance in force as insurers seek to dispose of non-core businesses. Through
Administrative Reinsurance, since 1995 the Company has acquired or is under
contract to acquire a total of 10 blocks of life insurance in force, including
three since December 1997. The Company believes that its success in this line of
business is due to its experience in identifying and executing transactions as
well as its market knowledge and contacts. Further, the Company believes that
its strategy of outsourcing administrative services for direct insurance in
force allows it to efficiently integrate acquisitions and to retain the capacity
to pursue multiple acquisition opportunities simultaneously.
RECENT DEVELOPMENTS
RESULTS OF OPERATIONS
On February 12, 1998, the Company announced its unaudited financial results
for the fourth quarter of 1997 and the year ended December 31, 1997. The
Company's unaudited financial results indicate that for the year ended December
31, 1997, operating earnings (net income excluding after-tax realized investment
gains) totaled $46.6 million, or $3.28 per share, compared to $38.3 million, or
$2.75 per share in 1996, representing a 19% increase on a per share basis. Net
income for the yearly periods totaled $49.5 million and $54.2 million,
respectively. After-tax realized investment gains were $2.9 million in 1997 and
$15.9 million in 1996, with 1996 gains including a $13.5 million gain resulting
from the sale of a strategic investment.
Fourth quarter operating earnings totaled $13.5 million, or $.94 per share,
compared to $12.2 million, or $.88 per share in last year's fourth quarter,
representing a 7% increase on a per share basis. For the same periods, net
income totaled $14.6 million, or $1.01 per share, and $13.2 million, or $.95 per
share. After-tax realized investment gains were $1.1 million and $1.0 million in
each of the respective quarterly periods.
ADMINISTRATIVE REINSURANCE TRANSACTIONS
Since December 1997, the Company has entered into three Administrative
Reinsurance transactions in which the Company has acquired or expects to acquire
approximately $1.1 billion in assets and approximately 385,000 policies for
administration. In December 1997, the Company (a) entered a coinsurance
transaction whereby the Company and Employers Reassurance Corporation ("ERAC")
will coinsure a block of life insurance and annuity business from Allianz Life
Insurance Company of North America ("Allianz"), with the Company's portion of
business reinsured increasing from 20% to 60% over the term of the agreement,
and (b) entered into an agreement to acquire Mission Life Insurance Company
("Mission Life") for a purchase price of approximately $60 million. Mission
Life's business is concentrated in life insurance policies designed to meet
final expenses. In February 1998, the Company entered into an agreement to
acquire Lincoln Liberty Life Insurance Company ("Lincoln Liberty") and First
Delaware Life Insurance Company ("First Delaware"), for an aggregate purchase
price of approximately $50 million. Lincoln Liberty's and First Delaware's
businesses primarily consist of traditional and universal life insurance
policies. These transactions had no impact on the Company's 1997 results of
operations, but are anticipated to contribute to 1998 results of operations.
For additional information with respect to the above recent developments,
see "Recent Developments".
3
<PAGE> 9
COMMON STOCK OFFERINGS
<TABLE>
<S> <C>
Common Stock offered hereby:
U.S. Offering............................................. 2,800,000shares
International Offering.................................... 700,000shares
----------
Total............................................. 3,500,000shares
==========
Common Stock offered by:
The Company............................................... 3,300,000shares
The Selling Stockholders(1)............................... 200,000shares
----------
Total............................................. 3,500,000shares
==========
Common Stock to be outstanding after the Common Stock
Offerings(2).............................................. 16,931,812shares
New York Stock Exchange symbol.............................. LRE
Use of Proceeds............................................. The Company intends to use the net
proceeds of the Common Stock Offerings
and the Units Offering (each as defined
herein) to provide additional capital
to its Subsidiaries to support recently
announced and recently completed
transactions and the continued growth
of its businesses, as well as for
general corporate purposes.
</TABLE>
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(1) Does not include up to 525,000 shares of Common Stock subject to the
Underwriters' over-allotment option.
(2) Based upon the number of shares of Common Stock outstanding as of February
17, 1998. Does not include (i) 2,828,275 shares of Common Stock issuable
upon exercise of outstanding stock options having an average exercise price
of $35.23 per share or (ii) up to 1,500,000 shares (1,725,000 shares if the
underwriters' over-allotment option in the Units Offering is exercised in
full) of Common Stock issuable on , 2001 upon settlement
of the purchase contracts contained in the Units (as defined herein) being
offered in the Units Offering.
---------------
The offering of 2,800,000 shares of Common Stock in the United States (the
"U.S. Offering") and the offering of 700,000 shares of Common Stock outside the
United States (the "International Offering") are collectively referred to as the
"Common Stock Offerings". The closing of the International Offering is a
condition to the closing of the U.S. Offering, and vice versa. See
"Underwriting".
UNITS OFFERING
Concurrently with the offering made hereby, the Company also is offering
(the "Units Offering") 1,500,000 % Adjustable Conversion-rate Equity
Security Units (the "Units"), which in the aggregate consist of (a) contracts to
purchase up to 1,500,000 shares (1,725,000 shares if the underwriters'
over-allotment option is exercised in full) of Common Stock on
, 2001 and (b) $ million of % Quarterly Income Preferred Securities
of Life Re Capital Trust II maturing on , 2003. The Units
Offering is being made by means of a separate prospectus. The Common Stock
Offerings and the Units Offering are independent offerings and consummation of
either of the offerings is not conditioned upon consummation of the other
offering. There can be no assurance that the Units Offering will be consummated.
This Prospectus does not constitute an offer to sell or the solicitation of an
offer to buy the Units being offered in the Units Offering.
4
<PAGE> 10
SUMMARY CONSOLIDATED FINANCIAL DATA
The summary consolidated financial data below should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference". The summary consolidated financial data at and for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 are derived from the consolidated
financial statements of the Company. The summary consolidated financial data at
September 30, 1997 and for the nine months ended September 30, 1997 and 1996 are
derived from the unaudited condensed consolidated financial statements of the
Company, which have been prepared on the same basis as the Company's audited
consolidated financial statements and, in the opinion of management, contain all
adjustments consisting of only normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations for these
periods. The results of operations for the nine months ended September 30, 1997
may not be indicative of results for the full year.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------- --------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------ ------ ------ ------ ------ ------ ------
(UNAUDITED) (IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Policy revenues............................. $360.9 $328.9 $451.0 $383.2 $350.9 $289.0 $250.9
Investment income........................... 110.0 89.9 124.3 98.6 82.4 73.5 72.6
Realized investment gains................... 2.9 15.7 17.2 3.7 0.1 21.0 27.1
Equity in earnings of investee.............. -- -- -- -- -- -- 4.3
------ ------ ------ ------ ------ ------ ------
Total revenues............................ 473.8 434.5 592.5 485.5 433.4 383.5 354.9
------ ------ ------ ------ ------ ------ ------
Benefits and Expenses:
Policy benefits............................. 252.5 245.6 332.5 281.5 245.8 208.7 171.5
Policy acquisition costs.................... 105.1 81.6 111.9 95.7 88.7 71.1 65.5
Interest credited to policyholder
accounts.................................. 28.6 24.1 34.6 21.2 15.0 15.0 15.0
Interest expense............................ 6.0 6.5 8.4 10.7 9.1 9.9 18.9
Distributions on capital securities......... 2.8 -- -- -- -- -- --
Other operating expenses.................... 25.0 21.0 29.0 21.6 22.0 18.1 15.4
------ ------ ------ ------ ------ ------ ------
Total benefits and expenses............... 420.0 378.8 516.5 430.8 380.6 322.8 286.3
------ ------ ------ ------ ------ ------ ------
Income before federal income taxes and
extraordinary charge........................ 53.8 55.8 76.1 54.8 52.8 60.6 68.6
Provision for federal income taxes............ 18.8 14.8 21.9 19.2 18.5 21.4 23.5
------ ------ ------ ------ ------ ------ ------
Income before extraordinary charge............ 34.9 41.0 54.2 35.6 34.3 39.2 45.0
Extraordinary charge, net of federal income
tax benefit................................. -- -- -- 1.0 -- -- 8.6
------ ------ ------ ------ ------ ------ ------
Net income.................................... $ 34.9 $ 41.0 $ 54.2 $ 34.6 $ 34.3 $ 39.2 $ 36.4
====== ====== ====== ====== ====== ====== ======
Net income (excluding realized investment
gains and extraordinary charge)............. $ 33.1 $ 26.0 $ 38.3 $ 33.2 $ 34.3 $ 25.8 $ 27.0
====== ====== ====== ====== ====== ====== ======
Diluted earnings per share(1):
Income before extraordinary charge.......... $ 2.47 $ 2.94 $ 3.89 $ 2.39 $ 2.21 $ 2.50 $ 3.45
Extraordinary charge, net of federal income
tax benefit............................... -- -- -- (0.07) -- -- (0.76)
------ ------ ------ ------ ------ ------ ------
Net income.................................. $ 2.47 $ 2.94 $ 3.89 $ 2.32 $ 2.21 $ 2.50 $ 2.69
Net income (excluding realized investment
gains and extraordinary charge)(2)........ $ 2.34 $ 1.87 $ 2.75 $ 2.22 $ 2.21 $ 1.63 $ 2.11
Common dividends per share.................... $ 0.39 $ 0.30 $ 0.40 $ 0.28 $ 0.24 $ 0.20 --
Preferred stock dividends..................... -- -- -- -- -- -- $ 5.7
Weighted average common and common equivalent
shares...................................... 14.2 13.9 13.9 14.9 15.5 15.7 11.4
</TABLE>
5
<PAGE> 11
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
SEPTEMBER 30, ---------- --------- --------- --------- ---------
1997
-------------
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Invested assets.......................... $ 2,156.5 $ 1,833.2 $ 1,504.2 $ 998.5 $ 944.6 $ 845.2
Total assets............................. 2,908.4 2,519.3 2,024.1 1,442.3 1,339.7 1,167.2
Loans payable............................ 125.0 125.0 140.0 140.0 150.0 165.0
Capital securities....................... 100.0 -- -- -- -- --
Common shareholders' equity.............. 344.0 290.1 279.3 194.9 230.7 170.8
Common shareholders' equity (excluding
unrealized investment gains and
losses)................................ 296.7 265.3 229.9 228.8 198.2 162.1
OTHER FINANCIAL DATA (AS OF OR FOR THE
PERIOD ENDED):
Return on average shareholders'
equity(3).............................. 16% 15% 14% 16% 14% *
Book value per common share(4)........... $ 21.8 $ 19.6 $ 16.5 $ 14.8 $ 12.8 $ 10.4
First year premiums assumed.............. 45.4 38.2 22.6 19.3 13.6 14.8
Capital invested in Administrative
Reinsurance transactions(5)............ 34.4 32.0 35.9 -- -- --
Life insurance in force(6)............... ** 116,012 91,283 81,213 79,652 74,408
Statutory capital and surplus(6)......... 266.0 209.3 208.2 193.8 187.4 214.1
</TABLE>
- ---------------
* Not meaningful.
** Not available.
(1) Diluted earnings per share have been calculated in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). Basic earnings per share in accordance with SFAS 128 for the nine
months ended September 30, 1997 and 1996 were $2.99 and $2.57, respectively,
and for the years ended December 31, 1996, 1995, 1994, 1993 and 1992 were
$3.97, $2.32, $2.21, $2.53 and $3.82, respectively. The adoption of SFAS 128
did not result in the restatement of previously reported earnings per share,
as diluted earnings per share calculated in accordance with SFAS 128 results
in the same per share amounts as previously reported by the Company.
(2) Net income per share (excluding realized investment gains and extraordinary
charge) for the year ended December 31, 1992 has been adjusted to reflect
the refinancings of debt and preferred stock and the initial public
offering.
(3) Return on average shareholders' equity is calculated by dividing net income
(excluding realized investment gains and extraordinary charge) by average
shareholders' equity for the period (which is the simple average of
beginning and end of period shareholders' equity excluding unrealized
investment gains or losses). Return on average shareholders' equity for the
nine months ended September 30, 1997 has been annualized.
(4) Book value per common share is calculated by dividing end of period
shareholders' equity (excluding unrealized investment gains and losses) by
end of period common shares outstanding.
(5) Capital invested in Administrative Reinsurance transactions represents the
sum of the consideration paid for life insurance in force acquired and the
related capital to support the business.
(6) Amounts have been derived from the Annual Statements of Life Reassurance,
REALIC and TexasRe, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices. For purposes of
this presentation, capital and surplus are defined as statutory capital and
surplus of Life Reassurance only, as its capital and surplus materially
reflect that of Life Reassurance, REALIC and TexasRe, plus the Asset
Valuation Reserve ("AVR") and the Interest Maintenance Reserve ("IMR") of
Life Reassurance and REALIC.
6
<PAGE> 12
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Common
Stock, after deducting estimated underwriting discounts and expenses of the
Common Stock Offerings payable by the Company, are expected to be $201.4
million. The net proceeds from the Units Offering (assuming it is consummated
and the over-allotment option granted by the Company with respect to the Units
Offering is not exercised), after deducting estimated underwriting discounts and
expenses of the Units Offering payable by the Company, are expected to be $93.0
million. The Company intends to use such net proceeds from the Common Stock
Offerings and the Units Offering to provide additional capital to its
Subsidiaries to support recently announced and recently completed transactions
and the continued growth of its businesses, as well as for general corporate
purposes. Funds not required immediately for such purposes may be invested in
short-term obligations or used to reduce the future level of the Company's
indebtedness. The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Stockholders.
The Common Stock Offerings and the Units Offering are independent offerings
and consummation of either of the offerings is not conditioned upon consummation
of the other offering. There can be no assurance that the Units Offering will be
consummated.
7
<PAGE> 13
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company has been listed for trading on the NYSE
since October 28, 1992, the date of the Company's initial public offering, under
the symbol LRE. Based upon information reported in the Bloomberg consolidated
transaction reporting system, the high and low sales prices for each quarterly
period from January 1, 1996 to the date hereof were:
<TABLE>
<CAPTION>
PRICE RANGE
------------
HIGH LOW
---- ----
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1996
First quarter............................................... $27 3/8 $22 1/2
Second quarter.............................................. 31 27 1/2
Third quarter............................................... 36 26 5/8
Fourth quarter.............................................. 38 5/8 33 3/4
YEAR ENDED DECEMBER 31, 1997
First quarter............................................... 45 3/8 38 5/8
Second quarter.............................................. 48 1/8 37 3/8
Third quarter............................................... 56 46 5/8
Fourth quarter.............................................. 65 3/8 52 1/16
YEAR ENDED DECEMBER 31, 1998
First quarter (through March 9, 1998)....................... 67 5/8 57 1/2
</TABLE>
As of March 9, 1998, there were approximately 3,200 holders of the
outstanding shares of Common Stock, including individual participants in
securities position listings. The last reported sales price of the Common Stock
on the NYSE on March 9, 1998 was $64 3/4 per share.
Dividends of $0.07 per share, $0.10 per share and $0.13 per share were
declared in each calendar quarter of 1995, 1996 and 1997, respectively. On
February 12, 1998, the Company's Board of Directors declared a dividend of $0.15
per share to be paid on March 25, 1998 to shareholders of record as of March 4,
1998. Purchasers of the shares of Common Stock offered hereby will not receive
this dividend.
The declaration and payment of future dividends to holders of its Common
Stock by the Company will be at the discretion of the Board of Directors and
will depend upon the Company's earnings and financial condition, capital
requirements of its Subsidiaries, regulatory considerations and other factors
the Board of Directors deems relevant. The Company's general policy is to retain
most of its earnings to finance the growth of its business.
Because the Company is a holding company, it is dependent upon its
Subsidiaries to provide funding for the Company's operating expenses and for the
payment by the Company of debt service and dividends. State insurance laws
applicable to the Company's Subsidiaries limit the payment of dividends and
other distributions by such Subsidiaries to the Company and may therefore limit
the ability of the Company to make dividend payments. See
"Business -- Regulation -- Restrictions on Dividends and Distributions".
8
<PAGE> 14
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at September 30, 1997 and as adjusted to reflect the sale by the Company
of the 3,300,000 shares of Common Stock offered by the Company in the Common
Stock Offerings (at an assumed initial public offering price of $64 1/4) and the
sale by the Company of 1,500,000 Units in the Units Offering (at an assumed
initial public offering price of $64 1/4 and assuming the underwriters'
overallotment option with respect to the Units Offering is not exercised), and
the application of the net proceeds therefrom, after deducting estimated
underwriting discount and expenses of the Common Stock Offerings and the Units
Offering. The capitalization information set forth in the table below is
qualified by, and should be read in conjunction with, the more detailed
consolidated financial statements and notes thereto incorporated by reference
herein. See "Use of Proceeds".
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1997
------------------------
ACTUAL AS ADJUSTED
-------- -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
Loans payable....................................................... $125,000 $ 125,000
Company-obligated, mandatorily redeemable capital securities of Life
Re Capital Trust I................................................ 100,000 100,000
Company-obligated, mandatorily redeemable capital securities of Life
Re Capital Trust II............................................... -- 96,375
Shareholders' equity:
Common Stock, par value $.001 per share; authorized 40,000,000
shares; 15,830,785 shares issued, actual; and 19,130,785
issued, as adjusted(1)......................................... 16 19
Paid-in capital................................................... 107,974 309,395
Net unrealized appreciation of securities......................... 47,278 47,278
Retained earnings................................................. 236,460 236,460
Treasury stock, at cost (2,196,469 shares)........................ (47,762) (47,762)
-------- --------
Total shareholders' equity................................... 343,966 545,390
-------- --------
Total capitalization...................................... $568,966 $ 866,765
======== ========
</TABLE>
- ---------------
(1) Does not include 2,828,275 shares of Common Stock issuable upon exercise of
outstanding stock options or (ii) up to 1,500,000 shares (1,725,000 shares
if the underwriters' over-allotment option in the Units Offering is
exercised in full) of Common Stock issuable on , 2001 upon
settlement of the purchase contracts contained in the Units being offered in
the Units Offering.
9
<PAGE> 15
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data below should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996 and Quarterly Report on Form 10-Q for the quarter ended September 30,
1997 incorporated by reference herein. See "Incorporation of Certain Documents
by Reference". The selected historical financial data at and for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 are derived from the consolidated
financial statements of the Company. The selected consolidated financial data at
September 30, 1997 and for the nine months ended September 30, 1997 and 1996 are
derived from the unaudited condensed consolidated financial statements of the
Company, which have been prepared on the same basis as the Company's audited
consolidated financial statements and, in the opinion of management, contain all
adjustments consisting of only normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations for these
periods. The results of operations for the nine months ended September 30, 1997
may not be indicative of results for the full year.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------- --------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------ ------ ------ ------ ------ ------ ------
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Policy revenues............................. $360.9 $328.9 $451.0 $383.2 $350.9 $289.0 $250.9
Investment income........................... 110.0 89.9 124.3 98.6 82.4 73.5 72.6
Realized investment gains................... 2.9 15.7 17.2 3.7 0.1 21.0 27.1
Equity in earnings of investee.............. -- -- -- -- -- -- 4.3
------ ------ ------ ------ ------ ------ ------
Total revenues............................ 473.8 434.5 592.5 485.5 433.4 383.5 354.9
------ ------ ------ ------ ------ ------ ------
Benefits and Expenses:
Policy benefits............................. 252.5 245.6 332.5 281.5 245.8 208.7 171.5
Policy acquisition costs.................... 105.1 81.6 111.9 95.7 88.7 71.1 65.5
Interest credited to policyholder
accounts.................................. 28.6 24.1 34.6 21.2 15.0 15.0 15.0
Interest expense............................ 6.0 6.5 8.4 10.7 9.1 9.9 18.9
Distributions on capital securities......... 2.8 -- -- -- -- -- --
Other operating expenses.................... 25.0 21.0 29.0 21.6 22.0 18.1 15.4
------ ------ ------ ------ ------ ------ ------
Total benefits and expenses............... 420.0 378.8 516.5 430.8 380.6 322.8 286.3
------ ------ ------ ------ ------ ------ ------
Income before federal income taxes and
extraordinary charge........................ 53.8 55.8 76.1 54.8 52.8 60.6 68.6
Provision for federal income taxes............ 18.8 14.8 21.9 19.2 18.5 21.4 23.5
------ ------ ------ ------ ------ ------ ------
Income before extraordinary charge............ 34.9 41.0 54.2 35.6 34.3 39.2 45.0
Extraordinary charge, net of federal income
tax benefit................................. -- -- -- 1.0 -- -- 8.6
------ ------ ------ ------ ------ ------ ------
Net income.................................... $ 34.9 $ 41.0 $ 54.2 $ 34.6 $ 34.3 $ 39.2 $ 36.4
====== ====== ====== ====== ====== ====== ======
Net income (excluding realized investment
gains and extraordinary charge)............. $ 33.1 $ 26.0 $ 38.3 $ 33.2 $ 34.3 $ 25.8 $ 27.0
====== ====== ====== ====== ====== ====== ======
Diluted earnings per share(1):
Income before extraordinary charge.......... $ 2.47 $ 2.94 $ 3.89 $ 2.39 $ 2.21 $ 2.50 $ 3.45
Extraordinary charge, net of federal income
tax benefit............................... -- -- -- (0.07) -- -- (0.76)
------ ------ ------ ------ ------ ------ ------
Net income.................................. $ 2.47 $ 2.94 $ 3.89 $ 2.32 $ 2.21 $ 2.50 $ 2.69
Net income (excluding realized investment
gains and extraordinary charge)(2)........ $ 2.34 $ 1.87 $ 2.75 $ 2.22 $ 2.21 $ 1.63 $ 2.11
Common dividends per share.................... $ 0.39 $ 0.30 $ 0.40 $ 0.28 $ 0.24 $ 0.20 --
Preferred stock dividends..................... -- -- -- -- -- -- $ 5.7
Weighted average common and common equivalent
shares...................................... 14.2 13.9 13.9 14.9 15.5 15.7 11.4
</TABLE>
10
<PAGE> 16
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------
1996 1995 1994 1993 1992
-------- --------- ------- ------- -------
SEPTEMBER 30,
1997
-------------
(UNAUDITED) (IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Invested assets................................ $ 2,156.5 $1,833.2 $ 1,504.2 $ 998.5 $ 944.6 $ 845.2
Total assets................................... 2,908.4 2,519.3 2,024.1 1,442.3 1,339.7 1,167.2
Loans payable.................................. 125.0 125.0 140.0 140.0 150.0 165.0
Capital securities............................. 100.0 -- -- -- -- --
Common shareholders' equity.................... 344.0 290.1 279.3 194.9 230.7 170.8
Common shareholders' equity (excluding
unrealized investment gains and losses)...... 296.7 265.3 229.9 228.8 198.2 162.1
OTHER FINANCIAL DATA (AS OF OR FOR THE PERIOD
ENDED):
Return on average shareholders' equity(3)...... 16% 15% 14% 16% 14% *
Book value per common share(4)................. $ 21.8 $ 19.6 $ 16.5 $ 14.8 $ 12.8 $ 10.4
First year premiums assumed.................... 45.4 38.2 22.6 19.3 13.6 14.8
Capital invested in Administrative Reinsurance
transactions(5).............................. 34.4 32.0 35.9 -- -- --
Life insurance in force(6) .................... ** 116,012 91,283 81,213 79,652 74,408
Statutory capital and surplus(6)............... 266.0 209.3 208.2 193.8 187.4 214.1
</TABLE>
- ---------------
* Not meaningful.
** Not available.
(1) Diluted earnings per share have been calculated in accordance with SFAS 128.
Basic earnings per share in accordance with SFAS 128 for the nine months
ended September 30, 1997 and 1996 were $2.99 and $2.57, respectively, and
for the years ended 1996, 1995, 1994, 1993 and 1992 were $3.97, $2.32,
$2.21, $2.53 and $3.82, respectively. The adoption of SFAS 128 did not
result in the restatement of previously reported earnings per share, as
diluted earnings per share calculated in accordance with SFAS 128 results in
the same per share amounts as previously reported by the Company.
(2) Net income per share (excluding realized investment gains and extraordinary
charge) for the year ended December 31, 1992 has been adjusted to reflect
the refinancings of debt and preferred stock and the initial public
offering.
(3) Return on average shareholders' equity is calculated by dividing net income
(excluding realized investment gains and extraordinary charge) by average
shareholders' equity for the period (which is the simple average of
beginning and end of period shareholders' equity excluding unrealized
investment gains or losses). Return on average shareholders' equity for the
nine months ended September 30, 1997 has been annualized.
(4) Book value per common share is calculated by dividing end of period
shareholders' equity (excluding unrealized investment gains and losses) by
end of period common shares outstanding.
(5) Capital invested in Administrative Reinsurance transactions represents the
sum of the consideration paid for life insurance in force acquired and the
related capital to support the business.
(6) Amounts have been derived from the Annual Statements of Life Reassurance,
REALIC and TexasRe, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices. For purposes of
this presentation, capital and surplus are defined as statutory capital and
surplus of Life Reassurance only, as its capital and surplus materially
reflect that of Life Reassurance, REALIC and TexasRe, plus the AVR and the
IMR of Life Reassurance and REALIC.
11
<PAGE> 17
RECENT DEVELOPMENTS
RESULTS OF OPERATIONS (UNAUDITED)
On February 12, 1998, the Company announced that for the year ended
December 31, 1997, operating earnings (net income excluding after-tax realized
investment gains) totaled $46.6 million, or $3.28 per share, compared to $38.3
million, or $2.75 per share in 1996, representing a 19% increase on a per share
basis. Net income for the yearly periods totaled $49.5 million and $54.2
million, respectively. After-tax realized investment gains were $2.9 million in
1997 and $15.9 million in 1996, with 1996 gains including a $13.5 million gain
resulting from the sale of a strategic investment.
Fourth quarter operating earnings totaled $13.5 million, or $.94 per share,
compared to $12.2 million, or $.88 per share in last year's fourth quarter,
representing a 7% increase on a per share basis. For the same periods, net
income totaled $14.6 million, or $1.01 per share, and $13.2 million, or $.95 per
share. After-tax realized investment gains were $1.1 million and $1.0 million in
each of the respective quarterly periods.
Total revenues for the year were $645.8 million, an increase of 9% over
last year's total of $592.5 million. Total revenues in 1997 include realized
investment gains of $4.5 million compared to $17.2 million in 1996. Policy
revenues increased by 9% for the same period to $490.3 million from $451.0
million last year. Ordinary life policy revenues increased by 17% to $336.6
million from $286.9 million and group policy revenues decreased by 6% to $153.6
million from $164.1 million. Investment income increased by 21% to $151.0
million from $124.3 million last year.
Revenues totaled $172.0 million in the fourth quarter compared to $158.0
million last year, an increase of 9%. This increase is mainly attributable to
investment earnings which increased by 19% to $40.9 million from $34.5 million.
Policy revenues increased by 6% to $129.4 million from $122.0 million and
realized investment gains were basically level. Ordinary life policy revenues
increased by 17% to $90.1 million from $77.2 million, and group policy revenues
decreased by 12% to $39.3 million from $44.9 million.
In 1997, the Company made a strategic decision to withdraw from the group
accident and health and special risk reinsurance business. Group accident and
health and special risk revenues for 1997 were $121.2 million, compared to
$139.7 million for 1996, representing a 13% decrease. The Company anticipates
further decreases of 50% in 1998 and 80% in 1999. The Company does not expect
this line of business to affect materially future results.
12
<PAGE> 18
UNAUDITED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-----------------
1997 1996
------ ------
(IN MILLIONS,
EXCEPT
PER SHARE DATA)
<S> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Policy revenues........................................................ $490.3 $451.0
Investment income...................................................... 151.0 124.3
Realized investment gains.............................................. 4.5 17.2
------ ------
Total revenues...................................................... 645.8 592.5
Benefits and expenses:
Policy claims and benefits............................................. 341.0 332.5
Policy acquisition costs............................................... 142.1 111.9
Interest credited to policyholder accounts............................. 40.7 34.6
Interest expense....................................................... 8.0 8.4
Distributions on capital securities.................................... 5.0 --
Other operating expenses............................................... 32.7 29.0
------ ------
Total benefits and expenses......................................... 569.5 516.5
------ ------
Income before federal income taxes....................................... 76.2 76.1
Provision for federal income taxes....................................... 26.7 21.9
------ ------
Net income............................................................... $ 49.5 $ 54.2
====== ======
Earnings per share:
Basic earnings per share............................................... $ 3.64 $ 3.97
Diluted earnings per share............................................. $ 3.48 $ 3.89
Diluted earnings per common share, excluding realized investment
gains............................................................... $ 3.28 $ 2.75
Dividends per share...................................................... $ 0.52 $ 0.40
Weighted average shares outstanding (diluted)............................ 14.2 13.9
POLICY REVENUES:
Ordinary life reinsurance
First year............................................................. $ 58.1 $ 36.2
Renewal................................................................ 246.1 232.7
Group life reinsurance................................................... 15.2 23.2
Administrative Reinsurance............................................... 32.4 18.0
Automobile credit life and disability.................................... 17.3 1.2
Group accident and health and special risk reinsurance................... 121.2 139.7
------ ------
Total policy revenues............................................... $490.3 $451.0
====== ======
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
1997
--------------
(IN MILLIONS)
<S> <C>
BALANCE SHEET AND OTHER FINANCIAL DATA:
Invested assets
At fair value................................................................. $2,784.6
At book value................................................................. 2,683.2
Total assets.................................................................... 3,700.2
Loans payable................................................................... 125.0
Capital securities.............................................................. 100.0
Common shareholders' equity:
Including unrealized investment gains and losses.............................. 373.8
Excluding unrealized investment gains and losses.............................. 312.4
Return on average shareholders' equity (excluding realized and unrealized
investment gains and losses).................................................. 16%
</TABLE>
13
<PAGE> 19
ADMINISTRATIVE REINSURANCE TRANSACTIONS
Through its acquisition of REALIC in 1995, the Company put into place a
platform for acquiring and administering blocks of insurance in force. This
platform, known as Administrative Reinsurance, provides a mechanism for an
insurer to transfer to the Company administrative responsibilities to facilitate
the insurer's exit from a line of business by means of reinsurance or sale.
Since December 1997, the Company has entered into three Administrative
Reinsurance transactions in which the Company has acquired or expects to acquire
approximately $1.1 billion in assets and approximately 385,000 policies for
administration.
In December 1997, the Company entered a coinsurance transaction whereby the
Company and ERAC will coinsure a block of life insurance and annuity business
from Allianz. Under the transaction, the Company, in conjunction with ERAC, will
coinsure certain universal life and traditional life insurance policies and
annuity contracts. The Company's agreement with ERAC provides that the Company
initially will reinsure 20% of the total block of business. Based on the terms
of its agreement, the Company expects that its share of the total block of
business being reinsured will increase to 60% over a period of several years.
The total block of business being coinsured entails $1.1 billion of life
insurance and annuity reserves, $90 million of annualized premiums and
approximately 225,000 policies. Under its agreement with ERAC, the Company will
have the primary responsibility for management oversight and administration of
the block of business. The transaction closed in December 1997.
Also in December 1997, the Company entered into an agreement to acquire
Mission Life for a purchase price of approximately $60 million. Mission Life's
business is concentrated in life insurance policies designed to meet final
expenses. As of September 30, 1997, Mission Life had statutory assets of $225
million, and statutory capital and surplus including AVR of $27 million. Mission
Life's estimated 1997 premium income is $38 million, with over 130,000 policies
in force. The transaction closed in February 1998.
In February 1998, the Company entered into an agreement to acquire Lincoln
Liberty and First Delaware for an estimated purchase price of $50 million,
including adjusted capital and surplus and AVR of approximately $29 million.
Lincoln Liberty's and First Delaware's businesses primarily consist of
traditional and universal life insurance policies. For the year ended December
31, 1997, on a combined basis, Lincoln Liberty and First Delaware had estimated
premiums of $7 million and, at year end, estimated total assets, including
adjusted capital and surplus, of $219 million. The agreement, which is subject
to certain conditions including insurance regulatory approvals, targets a
closing date in the first quarter of 1998.
These transactions had no impact on the Company's 1997 results of
operations, but are anticipated to contribute to 1998 results of operations.
OTHER
On February 12, 1998, the Company's Board of Directors authorized and
declared an increase in the Company's annualized cash dividend to $0.60 per
share from $0.52 per share, or to $0.15 per share per quarter from $0.13. The
increase is effective with the first quarter 1998 dividend payment. The first
quarter dividend for 1998 is payable on March 25, 1998 to stockholders of record
at the close of business on March 4, 1998. Furthermore, the Board of Directors
of the Company has elected to discontinue the Company's stock repurchase
program. In addition, the Board of Directors approved an amendment to the
Company's stock option plan, to be effective as of the date it is approved by
stockholders, whereby 1,500,000 additional shares will be allocated to the plan.
The Company traditionally awards options pursuant to its stock option plan
to members of senior management in January of each year. The next such grant
will be in January 1999. These grants are intended to reinforce the executives'
common interests with stockholders, provide additional incentive to increase
stockholder value and to help retain key executive talent.
14
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information has been derived from the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 and the Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1997 and has
been included herein for the convenience of the reader.
GENERAL
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
developed by management. Any adjustments to reported bases of assets or
liabilities resulting from changes in estimates are reflected in earnings in the
period the estimates are revised. Certain management estimates are based, in
part, on information provided by ceding companies. As is usual in the
reinsurance business, the Company's ceding companies periodically update, refine
and revise reinsurance information provided to the Company. The financial
effects resulting from the incorporation of revised data are reflected in
earnings as changes in estimates.
Mortality and morbidity experience, both significant factors in the
determination of the results of operations of the Company, generally are
predictable over time but are subject to fluctuations from year to year and
quarter to quarter. Significant fluctuations from period to period could
adversely affect the Company's results of operations.
The Company's reinsurance agreements frequently provide for rights of
recapture, which permit the ceding company to increase the amount of liability
it retains on the reinsured policies after the policies have remained in force
for a designated period of time (generally ten to twenty years). Accordingly, an
increase in the amount of liability retained by the ceding company will decrease
both the Company's insurance in force and premiums to be received from the
reinsured policies. To date, recaptures have not had a material impact on the
Company's results of operations.
The Company retrocedes portions of certain risks in excess of a
predetermined retention amount for which it has accepted liability. From time to
time, the Company also has entered into quota share retrocessional agreements,
and maintained catastrophe reinsurance to protect against catastrophic event
risks. Failure of a retrocessionaire to honor its obligations could result in
material losses to the Company; to date, no such losses have occurred. No
amounts due the Company from its retrocessionaires were deemed uncollectible at
December 31, 1996.
The Company is party to several reinsurance agreements for which
transactions are denominated in Canadian currency. The assets and liabilities
related to such reinsurance agreements are remeasured in U.S. dollars, the
functional currency, at current exchange rates as of the end of each reporting
period. Deterioration in the exchange rate of Canadian currency could have an
adverse effect on results of operations. At December 31, 1996, the Company had
$37.2 million of net assets denominated in Canadian currency. The Company has
not engaged in hedging or any other activities to mitigate the effect on
earnings of a deterioration in the exchange rate of Canadian currency.
The Company's total policy revenues have increased in each year since 1992.
However, should the Company be unable to generate sufficient new business to
offset the expected future decline in policy revenues associated with the
current business in force due to lapsation and mortality, the Company's results
of operations could be adversely affected.
In 1996, the Company derived approximately 60% of its policy revenues from
the reinsurance of ordinary life insurance policies under agreements with ceding
companies which cover new business to be written by the client and/or existing
blocks of in force business. This business generally is written on a direct
basis and is written under agreements with approximately 450 ceding companies.
In 1996, forty-five ceding companies each accounted for at least $1.0 million of
ordinary life reinsurance policy revenues and in the aggregate represented
approximately 89% of the Company's ordinary life reinsurance policy revenues.
15
<PAGE> 21
The Company's group life reinsurance business, which accounted for
approximately 5% of policy revenues in 1996, is written on a direct basis and
generally is excess of loss and often includes experience rating provisions.
Approximately 30% of the Company's policy revenues were generated from
group accident and health and special risk reinsurance in 1996. This business
generally is written on an annual basis through reinsurance facilities which are
managed by managing general underwriters. Generally the risks are shared by
several reinsurers on a quota share basis.
The remainder of 1996 policy revenues was derived from Administrative
Reinsurance. This business represents the acquisition of closed blocks of
primary insurance policies (both interest sensitive and traditional) and annuity
contracts and is expected to become a more significant component of policy
revenues in the future.
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
RECENT TRANSACTIONS
Through its acquisition of REALIC in 1995, the Company put into place a
platform for acquiring and administering blocks of insurance in force. This
platform, known as Administrative Reinsurance, provides a mechanism for an
insurer to transfer to REALIC administrative responsibilities to facilitate the
insurer's exit from a line of business by means of reinsurance or sale.
During 1996, the Company, through REALIC, completed several such
transactions (collectively, "Transactions"). The Transactions increased total
assets and liabilities by approximately $400 million. The assets received
consisted primarily of cash and high quality investments and the liabilities
assumed consisted primarily of future policy benefits on traditional life
insurance policies and account values on annuities and interest sensitive life
insurance policies. For 1996, the Transactions contributed policy revenues
totaling $10.9 million and approximately $10.8 million of investment income.
RESULTS OF OPERATIONS
NET INCOME. Net income increased by $19.6 million in 1996 to $54.2
million, or $3.89 per share, compared with $34.6 million, or $2.32 per share, in
1995 and $34.3 million, or $2.21 per share, in 1994. Included in these results
were after-tax realized investment gains of $15.9 million and $2.4 million in
1996 and 1995, respectively. In March 1996, the Company realized a gain of $13.5
million from the sale of its equity investment in Nacolah Holding Corporation
("Nacolah"), parent of The North American Company for Life and Health Insurance.
The Company utilized existing tax net operating loss carryforwards to offset the
taxes otherwise payable in connection with the gain, and reversed an existing
deferred tax valuation allowance, resulting in a tax benefit of $4.8 million.
Net income in 1995 also included an extraordinary charge amounting to $1.0
million, which resulted from the write-off of unamortized loan costs associated
with amending and restating the 1992 Credit Agreement.
Earnings before realized investment gains and federal income taxes
increased by $7.8 million to $58.9 million in 1996 compared with $51.1 million
in 1995 and $52.7 million in 1994. The increase in 1996 was primarily due to
earnings from the Transactions and increased business in force within ordinary
reinsurance.
16
<PAGE> 22
POLICY REVENUES. Policy revenues by major source for the three year period
are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Ordinary reinsurance................................... $268.9 $243.7 $225.0
Group reinsurance...................................... 164.1 136.8 125.9
Administrative Reinsurance............................. 18.0 2.7 --
------ ------ ------
Total........................................ $451.0 $383.2 $350.9
====== ====== ======
</TABLE>
The growth in ordinary reinsurance revenues was largely due to new
reinsurance agreements entered into during the last two years, as first year
premiums totaled $36.2 million in 1996 and increased by 68% and 17% during 1996
and 1995, respectively. The ordinary reinsurance lapse rate has ranged from
9-11% during the last three years.
Group reinsurance policy revenues consist of life, accident and health,
special risk and credit coverages. During the last three years, the Company's
group accident and health and special risk reinsurance business increased
substantially over previous levels. Group accident and health and special risk
reinsurance policy revenues increased from $102.0 million in 1994 to $112.4
million in 1995 and $139.7 million in 1996. This growth resulted principally
from increased participation in major medical and accident reinsurance pools and
quota share arrangements, which are organized and managed by professional
managing general underwriters. The rate of growth experienced in accident and
health and special risk policy revenues is not expected to continue due to
management's decision to selectively reduce or eliminate participation in
certain pool arrangements to better balance the mix of risks reinsured.
The growth in Administrative Reinsurance policy revenues has been due to
the Transactions. Future revenue growth from Administrative Reinsurance depends
on the Company's ability to identify and complete similar transactions.
INVESTMENT INCOME. Investment income increased by 26% in 1996 to $124.3
million and by 20% in 1995 to $98.6 million. These increases were largely due to
the growth in invested assets from the REALIC acquisition in 1995 and the
Transactions completed in 1996. This rate of growth is dependent on new
Administrative Reinsurance transactions and, to a lesser extent, new ordinary
reinsurance business. The weighted average portfolio yield rate (amortized cost
basis) was 7.8% in 1996 and 8.2% in 1995 and 1994.
POLICY BENEFITS. Policy benefits increased by 18% in 1996 and 15% in 1995.
These increases resulted from higher volumes of group business and increased
life insurance in force, which was significantly impacted by the acquisition of
REALIC and the completion of the Transactions. As a percentage of policy
revenues, policy benefits were 74% in each of 1996 and 1995 and 70% in 1994. The
increase experienced in the last two years was primarily due to an increase in
revenues generated under reinsurance treaties with no acquisition costs,
coinsurance involving paid-up insurance and Administrative Reinsurance, which
produces no new business and, therefore, generally has a higher ratio of
benefits to policy revenues.
POLICY ACQUISITION COSTS. Policy acquisition costs increased by 17% in
1996 and 8% in 1995. These increases reflect the higher volumes of ordinary and
group accident and health reinsurance business and the Transactions. As a
percentage of policy revenues, policy acquisition costs were 25% in each of
1996, 1995 and 1994.
INTEREST CREDITED TO POLICYHOLDER ACCOUNTS. Interest credited to
policyholder accounts increased by 63% to $34.6 million in 1996 and by 42% to
$21.2 million in 1995. These increases are attributable to the acquisition of
REALIC and the Transactions as the majority of the policy benefit liabilities
acquired in these transactions are interest sensitive.
17
<PAGE> 23
INTEREST EXPENSE. Interest expense, including facility fees and agency
fees, decreased to $8.4 million in 1996 from $10.7 million in 1995 and $9.1
million in 1994. This decrease was due to (i) a decrease in the weighted average
variable rate charged on outstanding debt, which decreased to 6.2% in 1996 from
7.1% in 1995 and (ii) a decrease in the outstanding principal balance to $125.0
million resulting from the first quarter of 1996 repayment of $15.0 million. The
effective interest rate as of December 31, 1996 was 6.0%.
OTHER OPERATING EXPENSES. Other operating expenses increased significantly
in 1996 mainly due to (i) third party administration fees incurred by REALIC,
(ii) higher compensation costs related to the Transactions and (iii) higher
staffing levels. REALIC utilizes the services of a third party administrator to
administer all of its business; accordingly, to the extent the Company is
successful in expanding Administrative Reinsurance, its operating expenses will
continue to increase. Other operating expenses were essentially level in 1995
and 1994 as Canadian currency remeasurement losses incurred in 1994 totaling
$4.2 million were partially offset by third party administrator fees incurred in
connection with Administrative Reinsurance and by higher employee-related and
consulting costs in 1995.
The effective federal income tax rate was 29% in 1996 compared with the
statutory rate of 35%. The federal income tax expense is net of a $4.8 million
tax benefit resulting from the reversal of a deferred tax valuation allowance in
connection with the realized investment gain on the Nacolah transaction. In 1995
and 1994, the effective federal income tax rate was 35%.
FINANCIAL CONDITION AND LIQUIDITY
INVESTMENTS. Invested assets at fair value amounted to $1,833.2 million
and $1,504.2 million at December 31, 1996 and 1995, respectively. The increase
in invested assets in 1996 resulted from the Transactions partially offset by a
decrease in unrealized investment gains. Net unrealized gains on invested assets
totaled $39.7 million and $82.5 million at year end 1996 and 1995, respectively,
and generally reflect the increase in interest rates from period to period.
The Company's investment policy is designed to maintain a high quality
portfolio, maximize current income, maintain a high degree of liquidity, and
match the cash flows of the portfolio to the required cash flows of the
Company's liabilities.
The Company does not engage in trading activities to generate realized
investment gains and, thus, does not have a trading portfolio. However, the
Company evaluates the desirability of continuing to hold a security when market
conditions, creditworthiness or other measurement factors change. These changes
may relate to a change in the credit risk of an issuer and a decision to sell
may be made to avoid further declines in realizable value. Securities also may
be sold prior to maturity to provide liquidity should the need arise.
The Company's fixed maturity securities, which constituted 94%, or $1,720.6
million, of the total fair value of its invested assets as of December 31, 1996,
are predominantly investment grade, liquid securities with varying maturity
dates. The fair value of such investments may vary depending on economic and
market conditions, the level of interest rates and the perceived
creditworthiness of the issuer.
At December 31, 1996, approximately $75.8 million (at fair value), or 4%,
of the Company's invested assets consisted of below investment grade securities.
The Company generally limits its investments in fixed maturities that are rated
below investment grade, as these investments are subject to a higher degree of
credit risk than investment grade securities. The Company closely monitors its
below investment grade securities as well as the creditworthiness of the
portfolio as a whole. When fair values decline for reasons other than changes in
interest rates or other perceived temporary conditions, the security is written
down to its net realizable value. In 1996, 1995 and 1994, the Company wrote down
the value of certain securities by $0.5 million, $0.9 million, and $1.3 million,
respectively. The Company had no fixed maturities in default at December 31,
1996.
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<PAGE> 24
The results of operations and the financial condition of the Company are
significantly affected by the performance of its investments and by changes in
interest rates. During a period of declining interest rates, if the Company's
investments are prematurely sold, called, prepaid or redeemed, the Company would
be unable to reinvest the proceeds in securities with comparable rates of
return. During a period of rising interest rates, the fair value of the
Company's invested assets could decline. In addition, rising interest rates
could also cause disintermediation which in turn could cause the Company to be
required to sell investments at prices and times when the fair values of such
investments are less than their amortized cost. The Company believes that its
traditional life insurance liabilities are not highly interest sensitive and,
therefore, the effects of fluctuating interest rates on these liability cash
flows are not significant. For interest sensitive liabilities, the Company
utilizes asset/liability management to minimize the impact of changes in
interest rates. The Company has not engaged in hedging activities to mitigate
the effects of interest rate changes on its invested assets.
At December 31, 1996, collateralized mortgage obligations and
mortgage-backed pass-through securities represented approximately 21% of the
Company's invested assets. Certain of such investments may be subject to
significant prepayment risk and, therefore, are susceptible to fluctuations in
the level of interest rates.
During 1996, 1995 and 1994, proceeds from sales of fixed maturities
amounted to $253.4 million, $370.8 million and $134.8 million, respectively. The
net gains realized from such sales were $1.8 million, $4.5 million and $0.4
million for the respective periods. The majority of the 1996 and 1995 sales was
attributable to the restructuring of portfolios acquired in connection with the
acquisition of REALIC and the completion of the Transactions.
Real estate and mortgages (at cost) totaled $7.0 million at December 31,
1996 and were acquired as part of the Transactions. Mortgage loans comprise the
majority of this amount.
POLICY BENEFIT LIABILITIES. The Company's obligations for policy benefit
liabilities increased by 33% and 42% during 1996 and 1995, respectively. These
increases resulted from the acquisition of REALIC and the Transactions and
increased reinsurance of new and in force life insurance business. Policy
benefits consist of the present value of net future benefits under traditional
ordinary and group life insurance policies, account values under interest
sensitive life and annuity contracts, group accident and health claim reserves,
life claims payable and other miscellaneous liabilities. Through REALIC and the
Transactions, the relative proportion of interest sensitive and annuity policy
benefit liabilities to the total has increased significantly and, at December
31, 1996, totaled approximately half of the policy benefits under life insurance
contracts.
Asset/liability management techniques are utilized by the Company to
minimize the risks associated with interest rate fluctuations. For interest
sensitive policy benefits, the Company seeks to invest in assets with equal
durations while attaining a targeted rate of return. The Company currently does
not engage in hedging transactions to mitigate the effects of interest rate
fluctuations.
DEBT AND SHAREHOLDERS' EQUITY. In 1995, the Company amended and restated
the 1992 Credit Agreement to convert the facility to a senior secured revolving
and term loan with a stated maturity of January 5, 2002. The two year revolving
loan has a commitment amount of $160.0 million and may be extended for up to two
one-year periods with bank consent. During 1996, the Company received bank
consent to extend the maturity date by one year. At December 31, 1996, loans
totaling $125.0 million were outstanding.
Interest rates on the loans are variable and, subject to certain
restrictions, the Company may select the applicable interest rate index and the
period of applicability.
The 1995 Credit Agreement contains certain covenants which, among other
things, restrict under certain circumstances the payment of dividends and
repurchase of treasury stock. Further, certain actions of the Company are
limited, including those related to mergers, acquisitions,
19
<PAGE> 25
indebtedness and investments. The Company and its subsidiaries are required to
meet certain financial ratios and maintain a minimum level of statutory surplus.
Shareholders' equity increased by $10.8 million to $290.1 million at
December 31, 1996 from $279.3 million at December 31, 1995, primarily as a
result of net income of $54.2 million, partially offset by a decrease in net
unrealized appreciation of securities of $24.5 million, treasury stock purchases
of $17.0 million and common shareholder dividends of $5.5 million.
Under the stock repurchase program initially approved by the Company's
Board of Directors during 1995, approximately 2.1 million shares have been
purchased under a total authorization of 3.0 million shares. The Company may use
internally generated funds or borrowings under the 1995 Credit Agreement to
finance additional purchases of shares, if any, under the repurchase program.
Dividends paid to common shareholders reflect an annual rate of $.40 per
share in 1996 and $.28 per share in 1995; effective in the first quarter of
1997, the Company increased its annual dividend rate to $.52 per share.
Debt to total capitalization (outstanding debt divided by outstanding debt
plus shareholders' equity) decreased significantly during the last two years. As
a percentage, these amounts were 30%, 33% and 42% at year-end 1996, 1995 and
1994, respectively. Management believes that, to best balance leverage and
regulatory targets, a debt to total capitalization ratio in the range of 25-35%
is appropriate.
LIQUIDITY. Sources of liquidity are available to the Company in the form
of cash and short-term investments and, if necessary, the sale of invested
assets. The Company also may borrow an additional $35.0 million under the 1995
Credit Agreement and may enter into reverse repurchase agreements to fund
short-term cash needs. In addition to its debt servicing and dividend
obligations, the Company's financial obligations consist of policy benefit and
acquisition costs, taxes and general operating expenses. During the next twelve
months, management believes these obligations will be adequately provided for by
policy revenues and investment income.
The primary sources of funds for Life Re Corporation (the "Parent") consist
of dividends and surplus debenture principal and interest payments from TexasRe,
which are further funded by dividends from Life Reassurance to TexasRe. The
ability of the Parent to make payments of principal and interest as well as to
continue to pay common stock dividends is ultimately dependent on the statutory
earnings and surplus of its subsidiaries. The following table shows surplus
debenture principal and interest payments received and dividends received by the
Parent for the last three years as well as dividends available for payment in
that year without prior approval of state regulatory authorities:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1996 1995 1994
----- ----- -----
(IN MILLIONS)
<S> <C> <C> <C>
Surplus debenture amounts received from TexasRe:
Interest................................................. $10.0 $19.4 $ 2.3
Principal................................................ -- 10.0 5.0
----- ----- -----
10.0 29.4 7.3
Dividends received from TexasRe............................ 12.1 15.0 --
----- ----- -----
$22.1 $44.4 $ 7.3
===== ===== =====
Dividends available for payment by TexasRe................. $27.1 $28.2 $15.4
===== ===== =====
</TABLE>
The unpaid principal amount of the surplus debentures at December 31, 1996
was $160.5 million. The interest rate payable under the terms of the surplus
debentures is the same as the interest rate under the 1995 Credit Agreement. In
1995, the principal amortization terms of the surplus debentures were changed to
conform to the terms of the 1995 Credit Agreement.
20
<PAGE> 26
Currently, no prior approval of the Texas Insurance Commissioner is
required to prepay or pay scheduled interest or principal on the surplus
debentures provided that, after giving effect to any such payment, the statutory
surplus of TexasRe exceeds $125.0 million.
TexasRe relies primarily on dividends from Life Reassurance to meet its
obligations under the surplus debentures as well as to pay dividends to the
Company. TexasRe received dividends from Life Reassurance during 1996, 1995 and
1994 of $14.9 million, $30.9 million, and $13.5 million, respectively.
The payments of dividends by TexasRe and Life Reassurance are subject to
restrictions set forth in Texas and Connecticut insurance laws and regulations.
Under Connecticut law, no dividend in an amount exceeding Life Reassurance's
earned surplus may be paid without prior regulatory approval. Approval has been
received from the Connecticut Department of Insurance to define earned surplus
for this purpose to include amounts of paid in surplus in excess of $125.0
million.
Purchases and sales of fixed maturities increased substantially in 1996 and
1995 due primarily to restructuring of portfolios related to REALIC and the
Transactions. The completion of these types of transactions generally produces a
cash outlay for acquisitions and a net cash inflow upon reinsurance of insurance
in force. During 1996, net cash of $59.7 million was generated by the receipt of
cash as consideration for the assumption of insurance liabilities partially
offset by the purchase price paid in acquiring companies. Financing cash flows
include debt prepayments of $15.0 million in 1996 and $10.0 million in 1994.
Withdrawals from annuity and interest sensitive life insurance contracts totaled
$74.7 million in 1996 compared to $30.7 million in 1995 due to increased volumes
of business resulting from the Transactions and an increase in the related rate
of lapsation.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996
During 1997 and 1996, the Company completed several transactions through
which it acquired blocks of insurance in force. The 1997 Transactions, which
were the purchase of AML and a coinsurance agreement with UNUM Life Insurance
Company of America and First UNUM Life Insurance Company, increased total assets
by approximately $240 million. The 1996 Transactions increased total assets by
approximately $400 million.
RESULTS OF OPERATIONS
NET INCOME. Net income totaled $34.9 million for the nine months ended
September 30, 1997 compared to $41.0 million for the same period last year.
Included in the 1996 results was an after-tax realized gain of $13.5 million
from the sale of a strategic investment. In conjunction therewith, the Company
utilized existing tax net operating loss carryforwards to offset the taxes
otherwise payable in connection with the gain and reversed an existing deferred
tax valuation allowance, resulting in a tax benefit of $4.8 million. Income
before federal income taxes and excluding realized investment gains was $50.9
million in the current nine month period compared to $40.0 million in the same
period last year. The increase in earnings is largely attributable to higher in
force volumes in ordinary life reinsurance and comparatively favorable
mortality, contributions from Administrative Reinsurance as a result of the 1996
Transactions and income from an automobile credit reinsurance agreement
effective July 1996. These favorable results were partially offset by higher
morbidity in the group accident and health and special risk pool business.
Morbidity experience within the group accident and health and special risk pool
business is not expected to improve materially in the near term.
POLICY REVENUES. Policy revenues increased by $32.0 million, or 10%, to
$360.9 million in 1997 from $328.9 million in 1996. Ordinary life reinsurance
policy revenues increased by $25.5 million, or 13%, to $224.8 million due to an
increase in first year premiums of $17.5 million and higher renewal premiums
resulting from higher in force amounts. An increase in Administrative
Reinsurance policy revenues of $11.4 million is attributable to the
Transactions. Future revenue growth from Administrative Reinsurance is dependent
on the completion of similar transactions.
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<PAGE> 27
Group policy revenues decreased by $4.9 million, or 4%. Of the group policy
revenues, premiums of $13.3 million in the 1997 period were generated from
automobile credit reinsurance. Group life premiums declined by $7.2 million
period to period due to treaty terminations. Group accident and health and
special risk premiums decreased by $11.0 million, or 11%, primarily as a result
of an agreement, effective January 1, 1997, to retrocede 50% of 1997 group
accident and health and special risk reinsurance risks. Also contributing to the
decline were reductions in certain pool participations which were offset by
higher premium from remaining business. In October 1997, the Company announced
its withdrawal from the group accident and health and special risk pool
reinsurance marketplace. The Company will not renew or accept new participations
in group accident and health and special risk pools. The Company anticipates a
decline in policy revenues in these lines of approximately 20% for the full year
1997 from 1996 policy revenues, 50% in 1998 from 1997 policy revenues and 80% in
1999 from 1998 policy revenues, as the existing business runs off. The Company
expects no adverse financial impact from its withdrawal from this business.
INVESTMENT INCOME. Investment income increased by 22% to $110.0 million as
a result of assets received in conjunction with the Transactions, the automobile
credit reinsurance agreement and proceeds from the Company's issuance in June
1997 of capital securities, offset by a decrease in the weighted average
portfolio yield rate, which was 7.49% and 7.61% at September 30, 1997 and 1996,
respectively. Future investment income growth is dependent on, among other
factors, the completion of additional Administrative Reinsurance transactions
and continued growth in ordinary life reinsurance and automobile credit
reinsurance business.
POLICY BENEFITS. Policy benefits increased by $6.9 million from the prior
period due to higher volumes of business in force; however, as a percentage of
policy revenues, policy benefits improved to 70% in 1997 from 75% in 1996.
Contributing to the lower percentage is a shift in the mix of business from
excess reinsurance to first dollar quota share reinsurance; under first dollar
quota share reinsurance, typically a higher proportion of the reinsurance
premium funds acquisition costs and a lesser proportion funds mortality costs.
Also, improved mortality in ordinary life reinsurance was partially offset by a
deterioration in group accident and health and special risk morbidity
experience.
POLICY ACQUISITION COSTS. Policy acquisition costs as a percentage of
policy revenues were 29% for the nine months ended September 30, 1997 compared
to 25% for the same period of 1996. The increase is largely due to higher
ultimate commission rates on ordinary life reinsurance resulting from the shift
of the mix of business.
INTEREST CREDITED TO POLICYHOLDER ACCOUNTS. Interest credited to
policyholder accounts increased to $28.6 million in 1997 from $24.1 million in
1996 corresponding to the growth in interest sensitive business resulting from
the Transactions. These results were partially offset by a revised estimate of
certain bonus interest provisions and the lapsation of business in force.
INTEREST EXPENSE. Interest expense declined by $.5 million as a result of
a $15.0 million principal repayment in March 1996 and a decline in the weighted
average variable rate to 6.0% from 6.2%.
DISTRIBUTIONS ON CAPITAL SECURITIES. Distributions on capital securities
of $2.8 million were incurred from the issuance in June 1997 of $100 million of
8.72% capital securities by a subsidiary trust as further described in
"-- Financial Condition and Liquidity" below.
OTHER OPERATING EXPENSES. Other operating expenses increased by $4.0
million to $25.0 million partly as a result of increased fees for third party
administration of Administrative Reinsurance, which fees increased as a result
of greater in force volumes resulting from the Transactions. The Company's
higher compensation costs also contributed to the increase in operating
expenses.
FEDERAL INCOME TAXES. Federal income taxes were provided at the federal
statutory rate of 35% for 1997. The 1996 rate was 27% due to the previously
mentioned tax benefit from utilization of operating loss carryforwards.
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<PAGE> 28
FINANCIAL CONDITION AND LIQUIDITY
INVESTMENTS. Invested assets grew to $2,156.4 million at September 30,
1997 from $1,833.2 million at December 31, 1996 as a result of the issuance of
$100 million of capital securities, net assets of approximately $200.0 million
received from the Transactions in 1997, the reinvestment of operating cash flows
of $40.6 million and a $38.8 million interest rate related fair value increase,
partially offset by net withdrawals from policyholder accounts of $47.7 million.
The Company's fixed maturity portfolio (including the fixed maturity
securities which are included in assets held by ceding company under reinsurance
treaty) constituted 94% of invested assets at September 30, 1997, of which $69.0
million, or 3.2% of invested assets, consisted of below investment grade
securities. At September 30, 1997, the weighted average quality rating of the
fixed maturities portfolio was "A" and no fixed maturities were in default.
LIQUIDITY. Sources of liquidity are available to the Company in the form
of cash and short-term investments and, if necessary, the sale of invested
assets. The Company may enter into reverse repurchase agreements to fund
short-term cash needs and can also borrow an additional $35.0 million under its
revolving credit agreement. Effective May 1, 1997, the credit agreement was
amended to reduce the margin over an index rate that determines the amount of
interest paid by the Company. In addition, the Company may defer the
commencement of principal amortization until January 2001. As of September 30,
1997 and December 31, 1996, the weighted average interest rate on long-term debt
was 6.0%. In addition to debt servicing and dividend obligations, the Company's
financial obligations consist of policy benefit and acquisition costs, taxes and
general operating expenses. Management believes that these obligations will be
adequately provided for by policy revenues and investment income for the next
twelve months.
The ability of the Company to make principal and interest payments under
its credit agreement and fund capital security distributions as well as to
continue to pay common stock dividends ultimately is dependent on the statutory
earnings and surplus of the insurance subsidiaries. The transfer of funds from
the subsidiaries to Life Re Corporation is subject to applicable insurance laws
and regulations. Pursuant to a stock repurchase program approved by the
Company's Board of Directors under which a total 3.0 million shares have been
authorized for purchase, the Company has repurchased approximately 2.2 million
shares for an aggregate purchase price of $46.6 million.
NEW ACCOUNTING PRONOUNCEMENTS
In 1997, the Financial Accounting Standards Board issued Statements No.
128, 130 and 131. These statements concern the calculation of earnings per share
and the presentation of comprehensive income and segment reporting,
respectively. These statements will not affect the Company's financial condition
or results of operations.
23
<PAGE> 29
BUSINESS
Life Re, through its principal wholly-owned subsidiary, Life Reassurance,
is a leading provider of life reinsurance in the United States, with over $145
billion of life reinsurance in force and assets of $3.7 billion at December 31,
1997. Management believes the Company is the largest independent publicly traded
life reinsurer in the United States, and that it ranks fifth overall among U.S.
life reinsurers as measured by life reinsurance in force. The Company's
operating strategy has been to focus on two core lines of business: (i)
Traditional Life Reinsurance, which involves the transfer to the Company of
mortality risks on new sales from primary (or ceding) insurers of ordinary and
group life insurance policies and (ii) Administrative Reinsurance(SM), which
involves the acquisition of blocks of life insurance in force and, frequently,
the assumption of administrative responsibility for life insurance in force by
the Company. During the five year period ending December 31, 1997, the Company's
operating earnings per share and book value per share (excluding realized and
unrealized investment gains and losses) have grown at 19% and 16% compound
annual growth rates, respectively, and return on average equity (excluding
realized and unrealized investment gains and losses) has averaged 15%.
Management estimates that between 1993 and 1996, new ordinary insurance in
force ceded to the life reinsurance market grew from $166 billion to $343
billion, representing a 27% compound annual growth rate. In addition, over the
same period, management believes there has been an expansion in the number of
opportunities to acquire blocks of life insurance in force. The Company believes
that certain dynamics in the life insurance industry have contributed to the
Company's growth over time in Traditional Life Reinsurance and Administrative
Reinsurance. These dynamics include: (i) an increasing use of life reinsurance
by primary companies as a means of managing risk-based capital pressures by
shifting mortality risk and distribution costs to reinsurers and (ii) an
increasing focus by primary companies on asset accumulation products and a
desire to eliminate or minimize mortality risk taking. Moreover, primary
companies increasingly are seeking to sell blocks of life insurance in force in
order to realize value and release capital embedded in non-core businesses or to
ease administrative burdens and costs associated with maintaining outdated or
inefficient systems.
The Company derived approximately 62% of its revenues for the year ended
December 31, 1997, and the majority of its pre-tax operating income for the same
period, from Traditional Life Reinsurance. The Company provides life reinsurance
primarily for mortality risk with respect to both ordinary and group life
insurance products on an automatic treaty basis. Substantially all of the
Company's Traditional Life Reinsurance business is marketed directly by the
Company without the use of intermediaries. Between 1993 and 1996, the Company's
new sales of ordinary life reinsurance, as measured by insurance in force
assumed, grew at a compound annual growth rate of 29%. The Company's first year
premium growth, another measure of new life insurance sales, has grown
consistently over the past several years, from $13 million in 1993 to $61
million in 1997.
The Company derived approximately 18% of its revenues for the year ended
December 31, 1997 from Administrative Reinsurance. Management expects the
Administrative Reinsurance line of business to be an important source of
additional growth in the Company's pre-tax operating income. Through
Administrative Reinsurance, the Company is able to benefit from the increasing
consolidation in the life insurance industry by focusing on acquiring non-core
or smaller blocks of life insurance in force. In July 1995, the Company acquired
REALIC, which served as its initial platform for Administrative Reinsurance.
With the acquisition of REALIC, the Company obtained primary insurance licenses
and began outsourcing administrative services for acquired blocks of insurance
in force on a variable cost basis. Since 1995, the Company has acquired or is
under contract to acquire a total of 10 blocks of life insurance in force,
representing in excess of $2.0 billion in assets.
In 1997, the Company made a strategic decision to withdraw from the group
accident and health and special risk reinsurance business. This line of business
provided approximately 20% of revenues for the year ended December 31, 1997. The
decision to exit this line of business primarily
24
<PAGE> 30
was motivated by the need for additional capital in its Traditional Life
Reinsurance and Administrative Reinsurance lines of business and the
deterioration in accident and health morbidity experience. The Company does not
expect this line of business to affect materially future results.
Life Re 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. Life Re currently has a rating of A+ (Superior) by A.M.
Best. 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.
------------------------
The following information has been derived from the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 and the Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1997 and has
been included herein for the convenience of the reader.
BUSINESS WRITTEN
GENERAL
The business of reinsurance generally consists of reinsurers, such as the
Company, who enter into contractual arrangements (treaties) with primary
insurers (ceding companies) whereby the reinsurer agrees to indemnify the ceding
company for all or a portion of the risk associated with the underlying
insurance policy in exchange for a reinsurance premium payable to the reinsurer.
Reinsurers also may enter into retrocessional reinsurance arrangements with
other reinsurers, which operate in a manner similar to the underlying
reinsurance arrangement described above. Under retrocessional reinsurance
arrangements, the reinsurer shifts a portion of the risk associated with the
underlying insurance policy to the retrocessionaires.
Reinsurance agreements may be written on an automatic treaty basis or
facultative basis, and reinsurance may be marketed directly by the reinsurer or
through reinsurance intermediaries or brokers. An automatic treaty provides for
a ceding company to cede contractually agreed-upon risks on specific blocks of
business to a reinsurer and binds that reinsurer without obtaining further
approval from that reinsurer. Facultative reinsurance is the reinsurance of
individual risks whereby a reinsurer has the opportunity to analyze and
separately underwrite a risk prior to agreeing to accept the risk. In addition,
both automatic treaty and facultative reinsurance may be written on either a
quota share basis (a percentage of each risk in the reinsured class of risk is
assumed by the reinsurer from the ceding company with premiums proportional to
such assumed risk being paid to reinsurers) or an excess of loss basis
(reinsurers indemnify the ceding company up to a contractually-specified amount
for a portion of loss exceeding a specified loss retention amount in
consideration of non-proportional premiums being paid).
The Company's operating strategy has been to focus on two core lines of
business: (i) Traditional Life Reinsurance and (ii) Administrative Reinsurance.
Traditional Life Reinsurance includes ordinary life reinsurance and group life
reinsurance. Administrative Reinsurance includes automobile credit life and
disability. These two core lines of business cover the following risks: (i)
mortality and morbidity, (ii) investment, (iii) lapsation, and (iv) medical
expense, disability and accident. The Company writes reinsurance predominantly
on a direct basis with primary life insurance companies. Life Reassurance has a
closed block of primary insurance in force consisting of single premium
annuities issued prior to 1986. In addition, the Administrative Reinsurance line
of business, which focuses on administering primary life insurance in force,
includes closed blocks of directly written life insurance. In 1997, the Company
made a strategic decision to withdraw from the group accident and health and
special risk reinsurance business.
25
<PAGE> 31
The following table sets forth selected information for the indicated
periods concerning the Company's insurance operations:
DISTRIBUTION OF POLICY REVENUES AND INSURANCE IN FORCE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1996 1995 1994
---------------- ---------------- ----------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- -----
(IN THOUSANDS, EXCEPT IN FORCE DATA)
<S> <C> <C> <C> <C> <C> <C>
Policy revenues:
Ordinary life reinsurance........ $268,902 59.6% $243,672 63.6% $224,998 64.1%
Group life reinsurance........... 23,213 5.2 24,442 6.4 23,913 6.8
Administrative Reinsurance....... 18,013 4.0 2,714 0.7
Automobile credit life and disability... 1,211 0.2 -- 0.0 -- 0.0
Group accident and health and
special risk reinsurance...... 139,653 31.0 112,403 29.3 101,964 29.1
-------- ----- -------- ----- --------
Total policy revenues.... $450,992 100.0% $383,231 100.0% $350,875 100.0%
======== ===== ======== ===== ========
Insurance in force at end of year
(in millions and before
reinsurance ceded):
Ordinary life reinsurance........ $103,560 $ 83,668 $ 74,167
Group life reinsurance........... 7,933 6,430 7,046
Administrative Reinsurance....... 4,519 1,185 --
-------- -------- --------
Total insurance in
force.................. $116,012 $ 91,283 $ 81,213
======== ======== ========
Ordinary life lapse ratio.......... 9.4% 10.8% 9.9%
</TABLE>
ORDINARY LIFE REINSURANCE
Ordinary life reinsurance is generally the reinsurance of individual term
life insurance policies, whole life insurance policies, universal life insurance
policies, and joint and survivor insurance policies. The Company's ordinary life
line of business includes all of these products.
Substantially all of the Company's policy revenues with respect to ordinary
life reinsurance are written on an automatic treaty basis. Ordinary life
reinsurance is written on a facultative basis only in limited circumstances,
generally for primary insurers with which the Company has automatic treaty
reinsurance business. Facultative reinsurance is individually underwritten by
the Company for each policy to be reinsured, with the pricing and other terms
established at the time the policy is underwritten based upon rates negotiated
in advance. Most of the Company's ordinary life reinsurance business is written
on a quota share basis. The Company generally requires ceding companies to
retain at least 10% of every risk, whether the business is written on an excess
or quota share basis. The Company generally limits its own net liability on any
one ordinary life risk to $1.0 million. The Company's reinsurance agreements
frequently provide for rights of recapture, which permit the ceding company to
increase the amount of liability it retains on the reinsured policies after the
policies have remained in force for a designated period of time (generally
between ten and twenty years). Accordingly, an increase in the amount of
liability retained by the ceding company will decrease both the Company's
insurance in force and premiums to be received from the reinsured policies.
The Company's ordinary life reinsurance agreements typically remain in
force for the life of the underlying policies reinsured. The Company is entitled
to renewal policy revenues absent the death of the insured, voluntary surrender
or lapse of the policy due to nonpayment of premium or the recapture by the
ceding company of the risks reinsured.
26
<PAGE> 32
The following table sets forth the Company's policy revenues on ordinary
life reinsurance first year business and renewal business for the periods
indicated:
DISTRIBUTION OF FIRST YEAR AND RENEWAL POLICY REVENUES
FOR ORDINARY LIFE REINSURANCE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1996 1995 1994
---------------- ---------------- ----------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Ordinary life reinsurance policy
revenues:
First year (1)................... $ 36,217 13.5% $ 17,736 7.3% $ 13,248 5.9%
Renewal.......................... 232,685 86.5 225,936 92.7 211,750 94.1
-------- ----- -------- ----- -------- -----
Total ordinary life
reinsurance policy
revenues............... $268,902 100.0% $243,672 100.0% $224,998 100.0%
======== ===== ======== ===== ======== =====
</TABLE>
- ---------------
(1) First year policy revenues are premiums received within one year of the date
of issuance of the underlying policy, whether reinsured by treaties entered
into prior to or during the indicated period.
As of December 31, 1996, the Company reinsured ordinary life insurance
business under treaties with approximately 450 ceding companies. In 1996, 45
ceding companies each accounted for at least $1.0 million of ordinary life
reinsurance policy revenues and in the aggregate represented approximately 89%
of the Company's ordinary life reinsurance policy revenues. The Company markets
its ordinary life reinsurance to a broad cross section of companies, which vary
in size, corporate structure and geographic location. No ordinary life ceding
company accounted for more than 10% of the Company's policy revenues in 1996.
The Company occasionally reinsures ordinary life insurance business on an
experience rated basis, whereby the ceding company receives a refund of a
portion of the profits resulting from favorable claims experience with respect
to the underlying policies. Experience rating refunds amounted to $5.1 million,
$4.4 million and $2.8 million for 1996, 1995 and 1994, respectively.
The Company reinsures, or retrocedes, portions of certain risks for which
it has accepted liability. The Company's policy is to retain up to $1.0 million
of liability on any one life for ordinary life insurance. The next $10.0 million
of liability in excess of $1.0 million is retroceded to a pool of ten
retrocessionaires. In certain limited circumstances the Company reinsures
policies where the underlying risk exceeds $11.0 million. In such cases, the
Company retrocedes any such risk in excess of $11.0 million on a facultative
basis.
Each retrocessionaire in the Company's current ordinary life pool reinsures
a percentage of each risk that is retroceded to the pool. Each of the domestic
participants in the pool is rated "A-" or better by A.M. Best. Although the
foreign retrocessionaires, which constitute 20% of the pool, are not rated by
A.M. Best, each of the foreign retrocessionaires provides the Company with an
irrevocable letter of credit drawn on a U.S. bank or a U.S. branch of a foreign
bank in the amount of the reserves held by such retrocessionaire for the benefit
of the Company. If a foreign retrocessionaire were to default on its payments,
the Company could collect such funds by exercising its rights under the
applicable letter of credit. To date, the Company has not experienced a material
default in connection with its retrocessional arrangements nor any material
difficulty in collecting claims recoverable from its retrocessionaires.
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<PAGE> 33
GROUP LIFE REINSURANCE
Group life reinsurance is the reinsurance of various types of group life
policies. These policies generally include employee-employer group term life
(representing the majority of such business), voluntary and supplemental term
life, association or affinity term life, group universal life and voluntary
group universal life. Group life reinsurance generally is written on an annual
basis resulting in the terms of such contracts being subject to renegotiation or
cancellation each year. The Company typically reinsures group life clients on an
experience rated basis, whereby the ceding company receives a refund of a
portion of the profits resulting from favorable claims experience with respect
to the underlying policies. Group life reinsurance policy revenues were $23.2
million, $24.4 million and $23.9 million in 1996, 1995 and 1994, respectively.
Experience rating refunds amounted to $3.1 million, $3.8 million and $2.4
million for 1996, 1995, and 1994, respectively.
The Company markets its group life reinsurance to a broad cross section of
client entities, which vary in size, corporate structure and geographic
location. No group life client accounted for more than 5% of the Company's
policy revenues in 1996.
The Company's group life retrocessionaire is rated "A" by A.M. Best and the
Company has not experienced any material difficulties in its recovery of group
life claims. The Company's retention limit for group life insurance business
generally may be in an amount up to $350,000, with amounts in excess thereof
being retroceded.
ADMINISTRATIVE REINSURANCE
In furtherance of REALIC's strategy of providing its clients with a
financial benefit through block reinsurance of existing insurance in force and
assisting those clients who wish to discontinue the administration of older
non-core blocks of business, the Company established its Administrative
Reinsurance line of business. By combining an administrative transfer with block
reinsurance of insurance in force, the Company's clients may benefit financially
in two ways: by realizing the embedded value of the in force and freeing target
surplus, and by reducing overhead and variable expenses associated with these
older blocks.
Administrative Reinsurance takes at least two forms: the reinsurance of
non-core existing insurance in force from life insurers, and the acquisition of
life insurance companies that lack critical mass to effectively market products
and efficiently administer blocks of insurance. In either case, the Company,
through REALIC, organizes the conversion of the client's block of business to
the systems of its third party administrator, Cybertek Corporation ("Cybertek"),
and ceases new marketing of the products reinsured. Before entering into
agreements for the acquisition of either blocks of business or insurance
companies, management of the Company conducts a review of each company's
underwriting standards and procedures and assesses each company's claims
history.
REALIC utilizes the services of an outside administrator, Cybertek, to
provide most of the administrative services needed for the primary business. The
administrative services provided by Cybertek are set forth in a seven-year
agreement between Cybertek and REALIC, and include premium processing, billing,
policyholder service and claims administration. The balance of REALIC's
administrative services and the supervision of Cybertek are performed by
employees of REALIC and Life Reassurance.
AUTOMOBILE CREDIT LIFE AND DISABILITY REINSURANCE
During 1996, the Company entered into the automobile credit life and
disability reinsurance line of business. In July 1996, the Company entered into
certain transactions with Resource Financial Corporation ("Resource"), which was
formerly Ryan Dealer Group and a subsidiary of Aon Corporation ("Aon"). Ryan
Dealer Group had over thirty years experience in marketing and issuing, through
its affiliates, credit life and disability insurance products in connection with
the sale of
28
<PAGE> 34
automobiles. Ryan Dealer Group was purchased from Aon by its management
employees and renamed Resource. Resource also purchased from Aon a life
insurance carrier, American Combined Life Insurance Company, which was renamed
Resource Life Insurance Company ("Resource Life").
The Company's transactions with Resource included (i) the purchase of 5.9%
of the voting and 32.7% of the non-voting stock of Resource, (ii) the investment
of $15.0 million in the preferred stock of, and a $5.0 million loan to, an
intermediate holding company of Resource Life, and (iii) reinsurance
arrangements between Resource Life and Life Reassurance. The funds invested and
loaned to the intermediate holding company have been contributed to and are now
retained by Resource Life as capital and surplus.
Much of the business produced by Resource Life originates from automobile
dealerships that own reinsurance companies. These reinsurance companies are
referred to as Dealer Owned Reinsurance Companies (each, a "DRC"). Generally,
business sold at a dealership will be reinsured to that dealer's DRC on a
written basis for credit life insurance and on an earned basis for credit
disability insurance. Resource Life entered into reinsurance arrangements with
Life Reassurance under which a substantial majority of the credit life and
disability risks are reinsured to Life Reassurance which then retrocedes such
risks to the DRCs.
Life Reassurance also has entered into reinsurance agreements with
affiliates of Aon, and in connection with such reinsurance arrangements and the
arrangements with Resource Life, Life Reassurance agreed to pay contingent
consideration to a subsidiary of Aon based on premiums produced by Resource for
a period of five years subsequent to July 1, 1996.
GROUP ACCIDENT AND HEALTH AND SPECIAL RISK REINSURANCE
In 1997, the Company made a strategic decision to withdraw from the group
accident and health and special risk reinsurance business. This line of business
provided approximately 20% of revenues for the year ended December 31, 1997. The
decision to exit this line of business primarily was motivated by the need for
additional capital in its Traditional Life Reinsurance and Administrative
Reinsurance lines of business and the deterioration in accident and health
morbidity experience. The Company does not expect this line of business to
affect materially future results.
Group accident and health reinsurance consists of the reinsurance of
medical expense, disability and accident risks. Special risk reinsurance
consists principally of accidental death coverage and catastrophic excess of
loss coverage, as well as occupational accident coverage. In the substantial
majority of the Company's group accident and health reinsurance treaties, the
original client is a self insured corporate health plan. Reinsurance for such
self insured plans is secured in order to minimize the risk to the plan of
claims well in excess of those originally projected. The reinsurance is usually
in the form of specific and aggregate stop loss coverage. Specific stop loss
coverages provide for reimbursement of individual losses in excess of a
specified per person retention. Aggregate stop loss covers accumulations of
claims within the specified retention, once they exceed an agreed percentage
(usually 125%) of the total original estimated claims cost. The average
specified retention is generally at a level in excess of $25,000 to $100,000 per
person. Group accident and health and special risk reinsurance policy revenues
were $139.7 million, $112.4 million and $102.0 million in 1996, 1995 and 1994,
respectively.
The Company generally participates in group accident and health reinsurance
through reinsurance facilities, and in the case of special risk reinsurance,
through pool arrangements. Such reinsurance facilities typically are formed by
managing general underwriters to accept given types of risk. The managing
general underwriters then market their facilities and invite reinsurers to share
the risks. Usually, reinsurance facilities consist of several reinsurance
companies. Other functions performed by managing general underwriters typically
include underwriting of the reinsurance risk, adjustment and payment of claims,
marketing and accounting.
29
<PAGE> 35
Reinsurance of group accident and health and special risk business
generally is written on an annual basis resulting in the terms of such contracts
being subject to renegotiation or cancellation each year. Many of the specific
and aggregate medical facilities have a profit commission feature which is based
on the profitability of the treaty.
A substantial portion of the group accident and health and special risk
business was written on an excess basis as measured by policy revenues.
At December 31, 1996, the Company reinsured risks under treaties with
approximately 150 ceding client entities with respect to group accident and
health and special risk business. In 1996, twenty-nine ceding client entities
each accounted for at least $1.0 million of group accident and health or special
risk policy revenues and represented, in the aggregate, approximately 89% of the
Company's group accident and health and special risk policy revenues. The
Company markets its group accident and health and special risk reinsurance to a
broad cross section of client entities, which vary in size, corporate structure
and geographic location. No group accident and health or special risk ceding
client entity accounted for more than 5% of the Company's policy revenues in
1996.
On group health reinsurance, the Company generally retains up to $300,000
for any one insured person per year. The Company's net liability in excess of
its retention up to $1.0 million is retroceded to a pool of reinsurers and the
next $1.0 million of liability is retroceded to a single retrocessionaire. For
one group health client, the Company has a retrocessional arrangement with a
single retrocessionaire. The Company has not experienced any material difficulty
in collecting claims recoverable from its group health retrocessionaires.
On special risk reinsurance, the Company generally retains up to $1.0
million on any one risk. Amounts in excess of $1.0 million are retroceded to a
syndicate of reinsurers in Europe. The Company has not experienced any
difficulty in collecting claims recoverable from its special risk
retrocessionaires.
UNDERWRITING
Senior management has developed underwriting guidelines, policies and
procedures with the objective of controlling the quality and pricing of business
written. The Company's underwriting process emphasizes close collaboration among
its underwriting, actuarial, administration and claims departments.
The Company determines whether to write reinsurance business by considering
many factors, including the type of risks to be covered, ceding company
retention and binding authority, product and pricing assumptions and the ceding
company's underwriting standards, financial strength and distribution systems.
The Company generally does not assume 100% of a risk and requires the ceding
company to retain at least 10% of every reinsured risk. The Company will assume
a substantial portion of the risk in connection with Administrative Reinsurance.
The Company regularly updates its underwriting policies, procedures and
standards to take into account changing industry conditions, market developments
and changes in medical technology. The Company endeavors to ensure that the
underwriting standards and procedures of its ceding client entities are
compatible with those of the Company. Toward this end, the Company conducts
periodic reviews of the ceding clients' underwriting and claims procedures. The
Company maintains its underwriting manual, which is distributed for use by its
ceding clients, to reflect current medical technology and the Company's
underwriting standards. In addition, with respect to a portion of the Company's
group reinsurance business, certain underwriting functions are performed on the
Company's behalf by managing general underwriters according to underwriting
guidelines reviewed by the Company.
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<PAGE> 36
MARKETING
The Company has developed its business on the basis of direct marketing
relationships established over many years through responsive service. The
Company's senior management is directly involved in all aspects of the Company's
marketing efforts, including the formulation, execution and evaluation of
marketing strategies, the identification of marketing opportunities and the
maintenance of relationships with senior executives at client companies. The
Company seeks to evaluate each client's specific reinsurance needs, tailor
reinsurance programs to meet those needs and be responsive in processing claims.
The Company believes this strategy will enable it to achieve its objective of
favorably competing on the basis of service as well as price.
In January 1996, the Company announced the creation of the Office of Life
Marketing. The Office of Life Marketing is responsible for direct marketing of
life reinsurance products and group reinsurance products. These group
reinsurance products include group life, major medical, and catastrophic excess
of loss business, all of which are marketed on a direct basis. The Office of
Life Marketing consists of executives having expertise in various disciplines
within the insurance industry. These disciplines include actuarial, legal,
marketing and underwriting. The Office of Life Marketing is designed to provide
excellent service to the Company's clients by working with clients to identify
and address their specific needs.
During 1996, substantially all policy revenues with respect to ordinary
life and group life reinsurance business were written directly while
approximately 11% of group accident and health and special risk reinsurance was
written directly. The remaining 89% of group accident and health and special
risk reinsurance was placed through reinsurance intermediaries, and of that
amount, 27% was placed by a single intermediary, D.W. Van Dyke and Company of
Connecticut, Inc. Intermediaries solicit, negotiate or place reinsurance
cessions or retrocessions on behalf of a ceding insurer, reinsurer or a
reinsurance facility. Intermediaries do not have the authority to bind the
Company with respect to reinsurance agreements, and the Company does not commit
in advance to accept any portion of the business that intermediaries submit.
CLAIMS ADMINISTRATION
The Company's claims department (i) reviews and verifies reinsurance
claims, (ii) obtains information necessary to evaluate claims, (iii) determines
the Company's liability with respect to claims and (iv) arranges for timely
claim payments. Claims are subjected to a thorough review process to ensure that
the risk was properly ceded, the claim complies with the contract provisions and
the ceding company is current in the payment of reinsurance policy premiums to
the Company. Ordinary life and group life claims generally are reported on an
individual basis by the ceding entity. The ceding entity will provide the
Company with proofs of loss, which the Company then reviews for compliance with
treaty terms.
Ordinary life claims under policies reinsured on a facultative basis and
underwritten within the five previous years and ordinary life claims under
policies reinsured under automatic treaties and underwritten within the two
previous years generally are reviewed by the underwriting department. The claims
department also investigates claims generally for evidence of misrepresentation
in the policy application and approval process. In addition to reviewing and
paying claims, the claims department monitors both specific claims and overall
claims handling procedures of ceding companies.
Group accident and health claims generally are reported to the Company by
the ceding entity on an aggregate basis. The ceding entity will provide the
Company with a listing of the claims paid by the ceding entity, which the
Company then reviews for compliance with treaty terms.
Cybertek provides claims administration for the Company's Administrative
Reinsurance. Cybertek reviews and processes all claims information and provides
for the payment of claims. The Company reviews and must approve prior to payment
all claims received by Cybertek which involve
31
<PAGE> 37
a death benefit in excess of $100,000 or in which the insured died within two
years of policy issuance.
POLICY BENEFIT LIABILITIES
Policy benefit liabilities comprise the majority of the Company's financial
obligations. Policy benefit liabilities for other than annuities and interest
sensitive life insurance products reflected in the Company's consolidated
financial statements included herein are based upon the Company's best estimates
of mortality, persistency and investment income, with appropriate provision for
adverse deviation and the use of the net level premium method. The liabilities
for policy benefits established by the Company with respect to individual risks
or classes of business may be greater or less than those established by ceding
companies due to the use of different mortality and other assumptions. Policy
benefit liabilities for annuities and interest sensitive life insurance products
are reported at the accumulated fund balance of such contracts. Policy benefit
liabilities include both mortality and morbidity claims in the process of
settlement and claims that have been incurred but not yet reported. Actual
experience in a particular period may be worse than assumed experience and,
consequently, may adversely affect the Company's operating results for such
period. See Notes 2 and 6 of to the Company's consolidated financial statements
for certain additional information regarding reserve assumptions under generally
accepted accounting principles ("GAAP").
INVESTMENTS
All investments made by the Company are governed by the general
requirements and guidelines established and approved by the Boards of Directors
of the Company and the Subsidiaries and by qualitative and quantitative limits
prescribed by Connecticut, Illinois and Texas insurance laws and regulations.
The Company's investment policy is designed to maintain a high quality
portfolio, maximize current income, maintain a high degree of liquidity, and
attempt to match the cash flows of the portfolio to the required cash flows of
the Company's liabilities.
At December 31, 1996, the Company's invested assets had an aggregate fair
value of $1,833.2 million, of which 94% were fixed maturities with a weighted
average investment quality rating of "A". At December 31, 1996, the weighted
average duration of invested assets was 6.3 years. In the event the duration of
invested assets were to materially differ from the duration of liabilities and
if significant rapid increases or decreases in market interest rates were to
occur, the Company could be required to sell assets at a loss or incur
liabilities with respect to policies in excess of investment income. Such
consequences could have a material adverse effect on the Company's capital
resources and financial condition. Although no assurances as to future
performance can be given, the Company has not experienced any material
differences in cash flows relating to its assets and liabilities.
The Company's investment securities are managed by two professional
investment advisors, Conseco Capital Management, Inc. ("CCM") and Liberty
Capital Advisors, Inc. ("LCA"), each of which manages a segment of the
portfolio. Certain equity and short-term investments aggregating at December 31,
1996 approximately $44.4 million at fair value are managed directly by the
Company. CCM is the primary investment advisor for the Company, managing at
December 31, 1996 81% of its invested assets (approximately $1,480.0 million at
fair value as of December 31, 1996). LCA acts as an investment advisor for the
portion of the Company's invested assets relating to the reinsured universal
life insurance policies of an affiliate of LCA (approximately $244.0 million at
fair value as of December 31, 1996). The LCA-managed assets are held in separate
custody accounts and are managed to achieve a desired spread between investment
earnings and interest credited on the underlying universal life policies. The
agreements with CCM and LCA may be terminated by either party at the end of each
calendar year upon sixty days' notice. The performance of CCM and LCA and the
fees associated with the arrangements are periodically reviewed by the Boards of
Directors of the Company and the Subsidiaries.
32
<PAGE> 38
The following table summarizes certain of the Company's investment results
for the years indicated:
INVESTMENT RESULTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1995 1994
---------- ---------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Total invested assets(1)............................. $1,833,242 $1,504,175 $998,518
Investment income, net of related expenses........... $ 124,340 $ 98,616 $ 82,438
Effective yield rate(2).............................. 7.77% 8.16% 8.15%
Realized investment gains............................ $ 17,210 $ 3,702 $ 89
</TABLE>
- ---------------
(1) Fair value at end of the indicated year.
(2) The effective yield rate equals (i) net pre-tax investment income divided by
(ii) the average of total adjusted invested assets (fixed maturities at
amortized cost) at the end of each calendar quarter included in the
indicated period.
The Company's invested assets consist primarily of fixed maturities and
equity securities, with the majority being fixed maturities. The Company's fixed
maturities are invested primarily in U.S. government obligations, foreign
government obligations, public utilities obligations, corporate fixed
maturities, and mortgage-backed securities. Equity securities are primarily
nonredeemable preferred stock.
Mortgage-backed securities represented approximately 21% of total invested
assets as of December 31, 1996. Investors in these securities are compensated
primarily for reinvestment risk rather than credit quality risk. Investments in
mortgage-backed securities include collateralized mortgage obligations ("CMOs")
and mortgage-backed pass-through securities. Mortgage-backed securities
generally are collateralized by mortgages issued by the Government National
Mortgage Association ("GNMA"), the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"), all of which
are agencies of the U.S. government. Of these, only GNMA mortgages are backed by
the full faith and credit of the U.S. government. Credit risk generally is not a
consideration when investing in agency mortgage-backed securities. The Company's
mortgage-backed securities portfolio had a weighted average investment quality
rating of AAA at December 31, 1996.
At December 31, 1996 approximately 36% of the Company's mortgage-backed
investment portfolio consists of planned amortization class ("PAC") and target
amortization class ("TAC") instruments. These investments are designed to
amortize in a more predictable manner by shifting the primary risk of prepayment
of the underlying collateral to investors in other tranches ("support classes")
of the CMO.
In addition to the fixed maturities and equity securities, approximately 3%
of the Company's invested assets consisted of policy loans at December 31, 1996.
These policy loans present no credit risk because the amount of the loan cannot
exceed the obligation due the ceding company upon the death of the insured or
surrender of the underlying policy. The policy loan interest rates charged are
determined by the provisions of the treaties in force and the underlying
policies.
COMPETITION
The Company 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. The Company
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
33
<PAGE> 39
the United States. The Company believes that within this market it is among the
five largest of those companies, based on reinsurance in force.
In connection with Administrative Reinsurance, the nature of the
competition faced by the Company depends on the company targeted for acquisition
or the block of business to be reinsured. Based on results achieved thus far,
the Company believes that it is competitively positioned to achieve its
objectives for growth in this area.
A.M. BEST RATING
Life Reassurance has been rated "A+" (Superior) by A.M. Best every year
since 1981. A.M. Best's ratings for insurance companies currently range from
"A++" to "F", and some companies are not rated. Publications of A.M. Best
indicate that "A++" and "A+" ratings are assigned to those companies which in
A.M. Best's opinion have achieved superior overall performance when compared to
the norms of the life insurance industry and generally have demonstrated a
strong ability to meet their policyholder and other contractual obligations.
Life Reassurance's A.M. Best "Financial Size Category" is Class VIII, which
encompasses companies with adjusted policyholders' surplus of $100.0 million to
$250.0 million.
REALIC is currently rated "A" (Excellent) by A.M. Best, the rating that was
given to REALIC prior to its acquisition by Life Reassurance. Publications of
A.M. Best indicate that "A" and "A-" ratings are assigned to those companies
which in A.M. Best's opinion have a strong ability to meet their obligations to
policyholders over a long period of time. During 1996, REALIC's A.M. Best
"Financial Size Category" was Class VI, which encompasses companies with
adjusted policyholders' surplus of $25.0 million to $50.0 million. At December
31, 1996, REALIC's adjusted policyholder surplus was approximately $39.0
million.
In evaluating a company's financial and operating performance, A.M. Best
reviews such company's profitability, leverage and liquidity as well as its book
of business, the adequacy and soundness of its reinsurance, the quality and
estimated market value of its assets, the adequacy of its policy reserves and
the experience and competency of its management. A.M. Best's ratings are based
upon factors of concern to policyholders, agents and intermediaries and are not
directed toward the protection of investors.
EMPLOYEES
As of December 31, 1996, the Company had 123 employees. None of these
employees is represented by a labor union. The Company believes that its
relationship with its employees is generally satisfactory.
REGULATION
The Company and the Subsidiaries are subject to the insurance laws and
regulations of Connecticut, Illinois and Texas, the domiciliary states of the
Subsidiaries, and the laws and regulations of the other states in which the
Subsidiaries are licensed to do business. At present, Life Reassurance is
licensed to conduct business or is an authorized reinsurer in all 50 states, the
District of Columbia and Puerto Rico, and REALIC is licensed to conduct business
in all such locations except for New Hampshire, New York, the District of
Columbia and Puerto Rico. The insurance laws and regulations, as well as the
level of supervisory authority that may be exercised by the various state
insurance departments vary by jurisdiction, but generally grant broad powers to
supervisory agencies or state regulators to examine and supervise insurance
companies and insurance holding companies with respect to every significant
aspect of the conduct of the insurance business. These laws and regulations
generally require insurance companies to meet certain solvency standards and
asset tests, to maintain minimum standards of business conduct and to file
certain reports with regulatory authorities, including information concerning
their capital structure, ownership and financial condition. The Subsidiaries
generally are required to file annual and quarterly statutory financial
statements in each jurisdiction in which they are licensed. Additionally, the
Subsidiaries are subject to periodic examination by the insurance departments of
the jurisdictions in which each is licensed, authorized and accredited. The
Connecticut Insurance
34
<PAGE> 40
Department and the Texas Department of Insurance completed their most recent
respective examinations of Life Reassurance and TexasRe for the years ended
December 31, 1987 through December 31, 1992, and the Texas Department of
Insurance is in the process of completing its examination of TexasRe for years
through December 31, 1995. The Illinois Department of Insurance completed its
most recent examination of REALIC for years through December 31, 1991 and is in
the process of completing an examination of REALIC for subsequent years through
December 31, 1995. The results of each of the completed examinations contained
no findings which would have a material adverse effect on the operations of any
of the Subsidiaries. Although the rates and policy terms of primary insurance
agreements are regulated by state insurance departments, the rates, policy terms
and conditions of reinsurance agreements generally are not subject to regulation
by any regulatory authority.
RESTRICTIONS ON DIVIDENDS AND DISTRIBUTIONS. The principal sources of cash
for the Company to make payments of principal, interest and dividends are
payments under two surplus notes issued by TexasRe to the Company in connection
with the purchase of Life Reassurance from General Reinsurance Corporation in
1988 (the "Surplus Debentures") and dividends paid by TexasRe. TexasRe's
principal sources of funds are dividends from Life Reassurance and distributions
by Life Reassurance under a tax allocation agreement among the Company, TexasRe
and Life Reassurance (the "Tax Allocation Agreement"), a portion of which
distributions are used to pay TexasRe's income taxes. Under current Connecticut,
Illinois and Texas laws, any proposed payment of a dividend or distribution
which, together with dividends or distributions paid during the preceding twelve
months, exceeds the greater of (i) 10% of statutory capital and surplus as of
the preceding December 31 or (ii) statutory net gain from operations for the
preceding calendar year, is designated an "extraordinary dividend" and may not
be paid until either it has been approved, or a 30-day waiting period shall have
passed during which it has not been disapproved, by the Insurance Commissioner
of the State of Connecticut (the "Connecticut Insurance Commissioner"), the
Director of Insurance of the State of Illinois (the "Illinois Director of
Insurance") or the Commissioner of Insurance of the State of Texas (the "Texas
Insurance Commissioner"), as the case may be. In addition, Connecticut law
provides that an insurance company may not pay dividends in an amount exceeding
its earned surplus without prior regulatory approval. Life Reassurance has
received approval from the Connecticut Department of Insurance to define its
earned surplus for this purpose to include amounts of paid in surplus in excess
of $125.0 million, and as of December 31, 1996, such earned surplus was $43.9
million. Currently, no prior approval of the Texas Department of Insurance is
required to pay scheduled principal or interest on the Surplus Debentures
provided that, after giving effect to any such payment, the statutory surplus of
TexasRe exceeds $125.0 million. Life Reassurance paid $14.9 million of dividends
in 1996, although the maximum amount of dividends Life Reassurance could have
paid in 1996 without the prior approval of the Connecticut Insurance
Commissioner was $34.8 million. Life Reassurance paid the maximum amount of
dividends permitted without the prior approval of the Connecticut Insurance
Commissioner of $30.9 million and $13.5 million in 1995 and 1994, respectively.
TexasRe had the capacity to pay dividends of $27.1 million, $28.2 million and
$15.4 million in 1996, 1995 and 1994, respectively, without the prior approval
of the Texas Insurance Commissioner. TexasRe paid dividends aggregating $12.1
million and $15.0 million in 1996 and 1995, respectively. No dividends were paid
by TexasRe in 1994. REALIC has not paid any dividends subsequent to its
acquisition by Life Reassurance in July 1995.
The Connecticut, Illinois and Texas insurance laws require that the
statutory surplus of Life Reassurance, REALIC and TexasRe, as the case may be,
following any dividend or distribution, be reasonable in relation to its
outstanding liabilities and adequate to meet its financial needs. The Insurance
Commissioner of any such state 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 this standard.
In the event of a default on the Company's debt or the bankruptcy,
liquidation or other reorganization of the Company, the creditors and
stockholders of the Company will have no right to proceed against the assets of
the Life Reassurance, REALIC or TexasRe. If Life Reassurance,
35
<PAGE> 41
REALIC or TexasRe were to be liquidated, such liquidation would be conducted by
the Connecticut, Illinois or Texas Insurance Commissioner, as the case may be,
as the receiver with respect to such insurance company's property and business.
Under the Connecticut, Illinois and Texas insurance laws, all creditors of such
insurance companies, including, without limitation, holders of its reinsurance
agreements and the various state guaranty associations, would be entitled to
payment in full from such assets before the Company, as a stockholder, would be
entitled to receive any distribution therefrom.
NAIC REGULATORY CHANGES. The NAIC and insurance regulators are in the
process of reexamining existing laws and regulations and their application to
insurance companies. In particular, this reexamination has focused on insurance
company investment and solvency issues and, in some instances, has resulted in
new interpretations of existing law, the development of new laws and the
implementation of nonstatutory guidelines. The NAIC has formed committees and
appointed advisory groups to study and formulate regulatory proposals on diverse
issues. As part of this review, the NAIC recently adopted the Valuation of Life
Insurance Policies Model Regulation (the "Model Regulation").
If adopted in its current form, the Model Regulation will have the greatest
impact on level term life insurance products with current premiums guaranteed
for more than five years. Companies with these products generally will have to
increase reserves above the current levels or limit the period of guaranteed
premiums to five years. The Model Regulation also will impact the reserve
requirements for other increasing premium products, deficiency reserves and
certain benefit guarantees in universal life products. The Model Regulation will
not impact the financial statements of the Company prepared in accordance with
GAAP; however, as a statutory accounting principle, the Model Regulation may
impact the statutory financial statements of the Subsidiaries.
CODIFICATION. In addition to the above regulatory changes being reexamined
and considered by the NAIC, the NAIC is in the process of codifying statutory
accounting principles. The purpose of such codification is to establish a
uniform set of accounting rules and regulations for use by insurance companies
in financial report preparation in connection with financial reporting to
regulatory authorities. The Company is unable to determine what impact, if any,
this codification will have on its Subsidiaries' statutory surplus requirements.
ASSESSMENTS AGAINST INSURERS. Under insolvency or guaranty laws in most
states in which the Company operates, insurers can be assessed for policyholder
losses incurred by insolvent insurance companies. At present, most insolvency or
guaranty laws provide for assessments based upon the amount of primary
insurance, rather than reinsurance, underwritten in a given jurisdiction.
Primary insurance written by REALIC is subject to such laws. REALIC incurred an
immaterial amount of guaranty fund assessments in 1996. To date, the Company has
paid only a de minimis amount of assessments with respect to insurer insolvency
proceedings.
INSURANCE HOLDING COMPANY REGULATIONS. The Company and the Subsidiaries
are subject to regulation under the insurance and insurance holding company
statutes of Connecticut, Illinois and Texas. The insurance holding company laws
and regulations vary from jurisdiction to jurisdiction, but generally require
insurance and reinsurance subsidiaries of insurance holding companies to
register with the applicable state regulatory authorities and to file with those
authorities certain reports describing, among other information, their capital
structure, ownership, financial condition, certain intercompany transactions and
general business operations. The insurance holding company statutes also require
prior regulatory agency approval or, in certain circumstances, prior notice of
certain material intercompany transfers of assets as well as certain
transactions between insurance companies, their parent companies and affiliates.
Under the Connecticut, Illinois and Texas insurance laws, unless (i)
certain filings are made with the Connecticut Insurance Department, the Illinois
Department of Insurance or the Texas Department of Insurance, as the case may
be, (ii) certain requirements are met, including, in the case of Texas, a public
hearing and/or (iii) approval or exemption is granted by the applicable
insurance commissioner, no person may acquire any voting security or security
convertible into a
36
<PAGE> 42
voting security of an insurance holding company, such as the Company, which
controls a Connecticut insurance company or an Illinois insurance company or a
Texas insurance company, or merge with such a holding company, if as a result of
such transaction such person would "control" the insurance holding company.
"Control" is presumed to exist in Connecticut, Illinois and Texas if a person
directly or indirectly owns or controls 10% or more of the voting securities of
another person.
FEDERAL REGULATION. 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.
It is not possible to predict the future impact of changing state and
federal regulation on the operations of the Subsidiaries or the Company, 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.
TAX MATTERS
Under applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), a life insurance company is not permitted to file a
consolidated federal income tax return with a company that is not a life
insurance company until such life insurance company has been a member of the
"affiliated group" (as such term is defined for federal income tax purposes) for
five taxable years. REALIC filed a separate company income tax return for 1996.
Although TexasRe and Life Reassurance (together, the "Life Tax Group") as life
insurance companies, could and did file a consolidated federal income tax
return, prior to 1994 they could not file a consolidated federal income tax
return with the Company. As a result, to the extent the Company generated
taxable losses, such losses could not be used to offset the taxable income
reported on the consolidated federal income tax return of the Life Tax Group.
The Company began filing consolidated federal income tax returns with the Life
Tax Group commencing with its 1994 federal income tax return. Only losses
generated by the Company during consolidated years can be used to offset taxable
income of the Life Tax Group reported on the consolidated federal income tax
return and those losses can only be so used to a limited extent (generally, the
lesser of 35% of such losses or 35% of the taxable income of the Life Tax
Group).
Pursuant to the Tax Allocation Agreement, the members of the Life Tax Group
are required to pay to the Company an amount of tax measured by the total amount
that would have been due and payable by the Life Tax Group to the taxing
authorities had the Life Tax Group filed a life insurance company consolidated
federal income tax return. That amount is required to be paid even if the
Company is, due to its own tax status apart from the Life Tax Group, in a net
tax loss or nontaxable position. In the event that the Life Tax Group incurs tax
losses, credits or other benefits (including tax loss or credit carryforwards)
that reduce the tax liability of the consolidated group consisting of the Life
Tax Group and the Company, the Company is required to pay to the Life Tax Group
the amount of such reduction.
PROPERTIES
The Company's principal operations are conducted from approximately 51,000
square feet of leased office space located at 969 High Ridge Road, Stamford,
Connecticut 06905. The lease with respect to such space expires on September 30,
2004. The rental expense paid by the Company under the lease during 1996 was $.9
million.
LEGAL PROCEEDINGS
The Company is not a party to any material pending litigation or
arbitration.
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<PAGE> 43
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the current directors and executive officers of
the Company:
<TABLE>
<CAPTION>
NAME AGE TITLE
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Rodney A. Hawes, Jr........................ 60 Chairman of the Board, Chief Executive
Officer, Office of the Chairman and
Director
Douglas M. Schair.......................... 52 Vice Chairman of the Board, Chief
Investment Officer, Office of the Chairman
and Director
Jacques E. Dubois.......................... 48 President, Chief Operating Officer, Office
of the Chairman and Director
Chris C. Stroup............................ 37 Executive Vice President, Chief Financial
Officer and Director
Samuel V. Filoromo......................... 53 Vice President - Operations and Director
Carolyn K. McCandless...................... 52 Director
K. Fred Skousen............................ 55 Director
T. Bowring Woodbury, II.................... 60 Director
W. Weldon Wilson........................... 37 Vice President, General Counsel and
Secretary
</TABLE>
Mr. Hawes has served as Chairman of the Board and Chief Executive Officer
of the Company since November 1988 and in the Office of the Chairman since May
1992. Mr. Hawes also has served as Chairman of the Executive Committees of Life
Reassurance since 1988 and REALIC since 1995, and Chairman of the Boards of Life
Reassurance since July 1993, of REALIC since August 1995 and of AML since
October 1997. In addition, Mr. Hawes is associated with Insurance Investment
Associates ("IIA"), which provides investment banking services to the insurance
industry, which he founded in 1972.
Mr. Schair has served as Vice Chairman of the Board of the Company since
November 1988 and Chief Investment Officer and in the Office of the Chairman
since May 1992. Mr. Schair also has served as Vice Chairman of the Board and
Chief Investment Officer of Life Reassurance since July 1993, of REALIC since
August 1995 and of AML since October 1997. In addition, Mr. Schair has been
associated with IIA since 1975.
Mr. Dubois has served as President and Director of the Company since
November 1988 and Chief Operating Officer and in the Office of the Chairman
since May 1992. Mr. Dubois also serves as President and Chief Executive Officer
of Life Reassurance and as Chief Executive Officer of REALIC and of AML. In
addition, Mr. Dubois has been associated with IIA since 1979.
Mr. Stroup has served as Executive Vice President and Chief Financial
Officer and as a Director of the Company since June 1996. Mr. Stroup also has
served as Executive Vice President and Chief Financial Officer of Life
Reassurance and Vice President and Chief Financial Officer of REALIC since
August 1996 and of AML since October 1997. From 1983 to 1996, Mr. Stroup was
associated with the firm of Ernst & Young LLP, where he served as a partner from
1993, providing accounting and consulting services to the insurance industry.
Mr. Filoromo has served as Vice President - Operations of the Company since
June 1996 and served as Vice President and Chief Financial Officer of the
Company from May 1992 to June 1996 and as a Director of the Company since May
1992. Mr. Filoromo has served as Executive Vice President - Operations of Life
Reassurance since August 1996, and as its Executive Vice President and Chief
Financial Officer from May 1992 to August 1996. He also has served as Vice
President - Operations of REALIC since August 1996 and served as its Chief
Financial Officer from August 1995 to August 1996. From January 1992 to May
1992, Mr. Filoromo was employed on a full-time basis as
38
<PAGE> 44
a consultant for the Company. From May 1991 to January 1992, Mr. Filoromo was an
independent consultant. From November 1990 to May 1991, Mr. Filoromo served as a
Senior Vice President of Conseco, Inc. From 1986 to February 1990, Mr. Filoromo
served as Vice President - Finance and Controller of Sun America Corporation.
Ms. McCandless has served as a Director of the Company since November 1992.
Since April 1990, Ms. McCandless has served as Vice President of Human Resources
and Administration for Time Warner Inc. From 1985 to 1990, Ms. McCandless was
Vice President and Director of Employee Benefits for Time Inc.
Dr. Skousen has served as a Director of the Company since November 1992.
Since 1989, Dr. Skousen has been the Dean of the Marriott School of Management
at Brigham Young University, Provo, Utah. From 1983 to 1989, Dr. Skousen held
the Peat Marwick Mitchell Professorship and from 1974 to 1983 served as Director
of the School of Accountancy at Brigham Young University. Dr. Skousen is a
certified public accountant. Dr. Skousen also serves on the board of Geneva
Steel Co.
Mr. Woodbury has served as a Director of the Company since November 1992.
Mr. Woodbury currently serves as a President of the Tacoma, Washington Mission
of The Church of Jesus Christ of Latter-day Saints. From June 1989 to April
1995, Mr. Woodbury served as Senior Vice President and General Counsel of
Consolidated Edison, where he also served as a member of the corporate policy
committee, and from May 1995 through June 1996 he served as a consultant to
Consolidated Edison. From 1987 to 1989, Mr. Woodbury served as Senior Vice
President, General Counsel and Corporate Secretary of Commercial Union Insurance
Company. From 1986 to 1987, Mr. Woodbury served as Executive Vice President,
General Counsel and Corporate Secretary of The Home Insurance Company.
Mr. Wilson has served as Vice President, General Counsel and Secretary of
the Company since May 1992. Mr. Wilson also has served as Executive Vice
President, General Counsel and Secretary of Life Reassurance since June 1995, as
its Senior Vice President, General Counsel and Secretary since January 1992 and
as its Vice President, General Counsel and Secretary since July 1991. Mr. Wilson
also has served as Vice President, General Counsel and Secretary of REALIC since
August 1995 and of AML since October 1997. Prior to joining Life Reassurance,
from May 1989 to June 1991, Mr. Wilson was associated with the law firm of
Johnson & Gibbs in Dallas, Texas. From September 1986 to May 1989, Mr. Wilson
was associated with the law firm of Moore & Peterson in Dallas, Texas.
39
<PAGE> 45
SELLING STOCKHOLDERS
The table below sets forth the beneficial ownership of Common Stock by each
Selling Stockholder at February 17, 1998 and following the sale of the shares of
Common Stock offered by such Selling Stockholder.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK SHARES OF COMMON STOCK
BENEFICIALLY OWNED BEFORE TO BE BENEFICIALLY OWNED
SALE UNDER THIS AFTER SALE UNDER THIS
PROSPECTUS(1)(2) PROSPECTUS(1)(2)(3)
------------------------- SHARES TO BE -------------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENTAGE SOLD(3) NUMBER PERCENTAGE
--------------------------- ---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Rodney A. Hawes, Jr.
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905........... 1,134,100(4) 8.2% 60,000 1,074,100 6.2%
Douglas M. Schair
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905........... 1,146,200(5) 8.2 60,000 1,086,200 6.3
Jacques E. Dubois
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905........... 1,167,500 8.4 60,000 1,107,500 6.4
Samuel V. Filoromo
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905........... 127,451 0.9 20,000 107,451 0.6
</TABLE>
- ---------------
(1) Based on the number of Common Shares outstanding on February 17, 1998.
Beneficial ownership is determined in accordance with rules of the
Commission and includes shares over which the indicated beneficial owner
exercises voting and/or investment power. Shares of Common Stock subject to
options currently exercisable or exercisable within sixty days of February
17, 1998 are deemed outstanding for purposes of computing the percentage
ownership of the person holding the options but not deemed outstanding for
purposes of computing the percentage ownership of any other person.
(2) Each individual has the sole power to vote and dispose of the shares of
Common Stock, except, in the case of shares granted under the Life Re
Corporation Stock Option Plan, as provided in such plan.
(3) The Selling Stockholders have granted the Underwriters in the Common Stock
Offerings an option for 30 days from the date of this Prospectus to purchase
up to an additional 525,000 shares solely to cover over-allotments, if any.
If the Underwriters' over-allotment option is exercised in full, Messrs.
Hawes, Schair, Dubois and Filoromo will beneficially own 902,433 shares,
914,533 shares, 935,834 shares and 97,451 shares, respectively, representing
5.2%, 5.3%, 5.4% and 0.6%, respectively, of the shares after the Common
Stock Offerings. See "Underwriting".
(4) Includes 100,000 shares of Common Stock owned by a trust established by Mr.
Hawes for the benefit of his heirs.
(5) Includes (i) 200,000 shares of Common Stock owned by a trust established by
Mr. Schair and (ii) 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, for which Mr. Schair shares voting and investment
power. Mr. Schair expressly disclaims beneficial ownership of the 24,200
shares of Common Stock owned by the non-profit organization.
40
<PAGE> 46
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Company and the Selling Stockholders have agreed to sell to each of the U.S.
Underwriters named below, and each of such U.S. Underwriters has severally
agreed to purchase from the Company and the Selling Stockholders, the respective
number of shares of Common Stock set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
UNDERWRITER STOCK
------------------------------------------------------------------------- ---------
<S> <C>
Goldman, Sachs & Co. ....................................................
Donaldson, Lufkin & Jenrette Securities Corporation......................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................
CIBC Oppenheimer Corp. ..................................................
Conning & Company........................................................
---------
Total.......................................................... 2,800,000
=========
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares of Common Stock
offered hereby, if any are taken.
The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $ per share. The U.S. Underwriters may
allow, and such dealers may reallow, a concession not in excess of $
per share to certain brokers and dealers. After the shares of Common Stock are
released for sale to the public, the offering price and the selling terms may
from time to time be varied by the Underwriters.
The Company and the Selling Stockholders have entered into an underwriting
agreement (the "International Underwriting Agreement") with the underwriters of
the international offering (the "International Underwriters") providing for the
concurrent offer and sale of 700,000 shares of Common Stock in an international
offering outside the United States. The offering price and aggregate
underwriting discounts and commissions per share for the two offerings are
identical. The closing of the offering made hereby is a condition to the closing
of the international offering, and vice versa. The International Underwriters
are Goldman Sachs International, Donaldson, Lufkin & Jenrette International,
Merrill Lynch International and Fox-Pitt, Kelton N.V.
Pursuant to an Agreement between the U.S. and International Underwriters
(the "Agreement Between") relating to the two Common Stock Offerings, each of
the U.S. Underwriters named herein has agreed that, as a part of the
distribution of the shares offered hereby and subject to certain exceptions, it
will offer, sell or deliver the shares of Common Stock, directly or indirectly,
only in the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (the "United States") and to U.S. persons, which term shall mean,
for purposes of this paragraph: (a) any individual who is a resident of the
United States or (b) any corporation, partnership or other entity organized in
or under the laws of the United States or any political subdivision thereof and
whose office most directly involved with the purchase is located in the United
States. Each of the International Underwriters has agreed pursuant to the
Agreement Between that, as a part of the distribution of the shares offered as a
part of the international offering, and subject to certain exceptions, it will
(i) not, directly or indirectly, offer, sell or deliver shares of Common Stock
(a) in the United States or to any U.S. persons or (b) any person who it
believes intends to reoffer, resell or deliver the shares in the United States
or to any U.S. persons, and (ii) cause any dealer to whom it may sell such
shares at any concession to agree to observe a similar restriction.
41
<PAGE> 47
Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.
The Selling Stockholders have granted the U.S. Underwriters an option
exercisable for 30 days after the date of this Prospectus to purchase up to an
aggregate of 420,000 additional shares of Common Stock solely to cover
overallotments, if any. If the U.S. Underwriters exercise their over-allotment
option, the U.S. Underwriters have severally agreed, subject to certain
conditions, to purchase approximately the same percentage thereof that the
number of shares to be purchased by each of them, as shown in the foregoing
table, bears to the 2,800,000 shares of Common Stock offered. The Selling
Stockholders have granted the International Underwriters a similar option to
purchase up to an aggregate of 105,000 additional shares of Common Stock.
The Company and the Selling Stockholders have agreed that, during the
period beginning from the date of this Prospectus and continuing to and
including the date 180 days and 90 days, respectively, after the date of this
Prospectus, they will not offer, sell, contract to sell or otherwise dispose of
any Common Stock (other than pursuant to employee stock option plans existing,
or on the conversion or exchange of convertible or exchangeable securities
outstanding, on the date of this Prospectus) or any securities of the Company
which are substantially similar to the Common Stock, or which are convertible
into or exchangeable for, or otherwise represent the right to receive, Common
Stock or any such other securities, without the prior written consent of the
U.S. Underwriters, except for the shares of Common Stock offered in connection
with the concurrent U.S. and international offerings and the Units Offering and,
in the case of the Company, for shares of Common Stock or such other securities
issued as consideration in future acquisitions as long as either the entity to
which the Company is issuing consideration for such acquisitions or, in the case
of consideration being paid to shareholders of the acquired entity, all of the
executive officers, directors, other affiliates and shareholders owning 5% or
more of the equity of the entity being acquired have agreed in writing to such
180-day restriction.
In connection with the Common Stock Offerings, the Underwriters may
purchase and sell the Common Stock in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover short
positions created by the Underwriters in connection with the Common Stock
Offerings. Stabilizing transactions consist of certain bids or purchases for the
purpose of preventing or retarding a decline in the market price of the Common
Stock; and short positions created by the Underwriters involve the sale by the
Underwriters of a greater number of shares of Common Stock than they are
required to purchase from the Company in the Common Stock Offerings. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the Common Stock sold in the Common Stock
Offerings may be reclaimed by the Underwriters if such Common Stock is
repurchased by the Underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Common Stock, which may be higher than the price that might otherwise prevail in
the open market, and these activities, if commenced, may be discontinued at any
time. These transactions may be effected on the NYSE, in the over-the-counter
market or otherwise.
The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933.
This Prospectus may be used by underwriters and dealers in connection with
offers and sales of the Common Stock, including shares initially sold in the
international offering, to persons located in the United States.
Certain affiliates of Donaldson, Lufkin & Jenrette Securities Corporation
are deemed to beneficially own a number of shares of Common Stock representing
approximately 15.4% (approximately 12.4% after giving effect to the Common Stock
Offerings) of the outstanding Common Stock.
42
<PAGE> 48
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Weil, Gotshal & Manges LLP, New York, New York, and for the
Underwriters by Sullivan & Cromwell, New York, New York.
EXPERTS
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,
the three-month and six-month periods ended June 30, 1997 and June 30, 1996 and
the three-month and nine-month periods ended September 30, 1997 and September
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 Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 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.
43
<PAGE> 49
===================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
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 THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Foward-looking Statements.......... i
Available Information.............. ii
Incorporation of Certain Documents
by Reference..................... iii
Prospectus Summary................. 1
Use of Proceeds.................... 7
Price Range of Common Stock and
Dividends........................ 8
Capitalization..................... 9
Selected Consolidated Financial
Data............................. 10
Recent Developments................ 12
Management's Discussion and
Analysis of Financial Condition
and Results of Operations........ 15
Business........................... 24
Management......................... 38
Selling Stockholders............... 40
Underwriting....................... 41
Validity of the Common Stock....... 43
Experts............................ 43
</TABLE>
===================================================
===================================================
3,500,000 SHARES
LIFE RE CORPORATION
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
------------------
[LIFE RE CORPORATION LOGO]
------------------
GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
CIBC OPPENHEIMER
CONNING & COMPANY
===================================================
<PAGE> 50
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts, payable by the Company (including the costs and expenses
of the Selling Stockholders to be paid by the Company) in connection with the
offering of the Common Stock being registered hereby. All amounts shown are
estimates, except the Securities and Exchange Commission registration fee and
the New York Stock Exchange listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 78,961
New York Stock Exchange listing fee......................... 44,300
Legal fees and expenses..................................... 350,000
Accounting fees and expenses................................ 200,000
Printing and engraving expenses............................. 200,000
Miscellaneous............................................... 451,895
----------
Total............................................. $1,325,156
==========
</TABLE>
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 of the DGCL 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 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 Restated Certificate of Incorporation provides
that directors shall not be personally liable for monetary damages to the
Company or its stockholders for breach of fiduciary duty as directors, except to
the extent not permitted under the DGCL. Article Ten further stipulates that if
the DGCL is amended to authorize corporate action further eliminating or
limiting the personal liabilities of directors, then (without further actions by
the stockholders of the Company) the liability of the directors of the Company
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended from time to time. Article VIII of the By-laws of the Company
provides for the indemnification of any person (i) who is a party to or is
threatened to be made a party to or otherwise involved in any proceeding (other
than a proceeding by or in the right of the Company to procure a judgement for
the Company), by reason of the fact that such person is
II-1
<PAGE> 51
or was a director or officer of the Company, provided that such person acted in
good faith and in a manner that he reasonably believed to be or not opposed to
the best interests of the Company and, in the case of a criminal proceeding,
also had no cause to believe that his conduct was unlawful or (ii) who is a
party to or is threatened to be made a party to or otherwise involved in any
proceeding by or in the right of the Company to procure a judgement in favor of
the Company, by reason of the fact that such person is or was a director or
officer of the Company, if such person acted in good faith and in a manner that
he reasonably believed to be in the best interests of the Company; provided,
however, that no indemnification for expenses shall be made in respect to any
claim, issue or matter pursuant to clause (ii) which such person shall have been
adjudged to be liable to the Company unless the Delaware Court of Chancery or
any court in which such proceeding was brought or appealed shall determine upon
application that, despite the adjudication of liability but in view of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for expenses as such court shall deem proper. Such indemnity
shall be to the fullest extent required or 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 NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
<C> <S>
1.1 Form of U.S. Underwriting Agreement.
1.2 Form of International Underwriting Agreement.
4.1 Restated Certificate of Incorporation of Life Re
Corporation, dated November 13, 1997.*
4.2 Bylaws of Life Re Corporation, dated August 5, 1992.*
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.
</TABLE>
- ---------------
* Incorporated herein by reference to Exhibits 3.1 and 3.2 to the Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1997 of Life
Re Corporation (File No. 1-11340).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) 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 provisions under Item 15 above, 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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnifica-
II-2
<PAGE> 52
tion 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this Registration Statement as of the time
it was declared effective; and (2) for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
II-3
<PAGE> 53
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 9, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RODNEY A. HAWES, JR. Chairman of the Board, Chief March 9, 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 9, 1998
- --------------------------------------------------- Chief Investment Officer,
Douglas M. Schair Office of the Chairman and
Director
/s/ JACQUES E. DUBOIS President, Chief Operating March 9, 1998
- --------------------------------------------------- Officer, Office of the
Jacques E. Dubois Chairman and Director
/s/ CHRIS C. STROUP Executive Vice President, March 9, 1998
- --------------------------------------------------- Chief Financial Officer and
Chris C. Stroup Director (principal accounting
officer and principal
financial officer)
/s/ SAMUEL V. FILOROMO Vice President -- Operations March 9, 1998
- --------------------------------------------------- and Director
Samuel V. Filoromo
/s/ CAROLYN K. MCCANDLESS Director March 9, 1998
- ---------------------------------------------------
Carolyn K. McCandless
/s/ K. FRED SKOUSEN Director March 9, 1998
- ---------------------------------------------------
K. Fred Skousen
/s/ T. BOWRING WOODBURY, II Director March 9, 1998
- ---------------------------------------------------
T. Bowring Woodbury, II
</TABLE>
II-4
<PAGE> 54
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------
<C> <S>
1.1 Form of U.S. Underwriting Agreement.
1.2 Form of International Underwriting Agreement.
4.1 Restated Certificate of Incorporation of Life Re
Corporation, dated November 13, 1997.*
4.2 Bylaws of Life Re Corporation, dated August 5, 1992.*
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.
</TABLE>
- ---------------
* Incorporated herein by reference to Exhibits 3.1 and 3.2 to the Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1997 of Life
Re Corporation (File No. 1-11340).
<PAGE> 1
Exhibit 1.1
LIFE RE CORPORATION
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
UNDERWRITING AGREEMENT
(U.S. VERSION)
, 1998
Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
CIBC Oppenheimer Corp.
Conning & Company
[As representatives (the "Representatives") of the several Underwriters
named in Schedule I hereto,]
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
Life Re Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
2,640,000 shares of Common Stock ("Stock") of the Company and the stockholders
of the Company named in Schedule II hereto (the "Selling Stockholders") propose,
subject to the terms and conditions stated herein, to sell to the Underwriters
an aggregate of 160,000 shares and, at the election of the Underwriters, up to
420,000 additional shares of Stock. The aggregate of 2,800,000 shares to be sold
by the Company and the Selling Stockholders is herein called the "Firm Shares"
and the aggregate of 420,000 additional shares to be sold by the Company and the
Selling Stockholders is herein called the "Optional Shares". The Firm Shares and
the Optional Shares that the Underwriters elect to purchase pursuant to Section
2 hereof are herein collectively called the "Shares".
It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement (the
"International Underwriting Agreement") providing for the sale by the Company
and the Selling Stockholders of up to a total of 805,000 shares of Stock (the
"International Shares"), including the overallotment option thereunder, through
arrangements with certain underwriters outside the United States (the
"International Underwriters"), for whom Goldman Sachs International, Merrill
Lynch International Donaldson, Lufkin & Jenrette International and Fox-Pitt
Kelton N.V. are acting as lead managers. Anything herein or therein to the
contrary notwithstanding, the respective closings under this Agreement and the
International Underwriting Agreement are hereby expressly made conditional on
one another. The Underwriters hereunder and the International Underwriters are
simultaneously entering into an
<PAGE> 2
Agreement between U.S. and International Underwriting Syndicates (the "Agreement
between Syndicates") which provides, among other things, for the transfer of
shares of Stock between the two syndicates. Two forms of prospectus are to be
used in connection with the offering and sale of shares of Stock contemplated by
the foregoing, one relating to the Shares hereunder and the other relating to
the International Shares. The latter form of prospectus will be identical to the
former except for certain substitute pages or other differences that the
Representatives have approved, in the case of any preliminary prospectus used
before this Agreement is executed, or that the Representatives hereafter
approve, in the case of any prospectus or any supplement or amendment thereto
used after the execution of this Agreement. Except as used in Sections 2, 3, 4,
9 and 11 herein, and except as the context may otherwise require, references
hereinafter to the Shares shall include all the shares of Stock which may be
sold pursuant to either this Agreement or the International Underwriting
Agreement, and references herein to any prospectus whether in preliminary or
final form, and whether as amended or supplemented, shall include both the U.S.
and the international versions thereof.
Concurrently with the transactions contemplated by this Agreement and
the International Underwriting Agreement, the Company and Life Re Capital Trust
II, a Delaware statutory business trust (the "Trust") are entering into an
underwriting agreement pursuant to which the Company proposes to offer 1,500,000
......% Adjustable Conversion-rate Equity Security Units, which in the aggregate
consist of (a) contracts to purchase up to 1,500,000 shares (1,725,000 shares if
the underwriters' overallotment option is exercised in full) of Stock on
........................, 2001 and (b) $ million of ......% Quarterly Income
Preferred Securities of the Trust maturing on ......................, 2003. Such
transactions are collectively referred to herein as the "Other Offering".
1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(i) A registration statement on Form S-3 (File No. 333-46205) (the
"Initial Registration Statement") in respect of the Shares has been filed with
the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered to you, and, excluding exhibits thereto but including
all documents incorporated by reference in the prospectus contained therein, to
you for each of the other Underwriters, have been declared effective by the
Commission in such form; other than a registration statement, if any, increasing
the size of the offering (a "Rule 462(b) Registration Statement"), filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), which became or hereafter becomes effective upon filing, no other
document with respect to the Initial Registration Statement or document
incorporated by reference therein has heretofore been filed with the Commission;
and no stop order suspending the effectiveness of the Initial Registration
Statement, any post-effective amendment thereto or the Rule 462(b) Registration
Statement, if
-2-
<PAGE> 3
any, has been issued and no proceeding for that purpose has been initiated or,
to the knowledge of the Company, threatened by the Commission (any preliminary
prospectus included in the Initial Registration Statement or filed with the
Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Act, is hereinafter called a "Preliminary Prospectus"; the
various parts of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and including (i)
the information contained in the form of final prospectus filed with the
Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial
Registration Statement at the time it was declared effective and (ii) the
documents incorporated by reference in the prospectus contained in the
registration statement at the time such part of the registration statement
became effective or such part of the Rule 462(b) Registration Statement, if any,
became or hereafter becomes effective, each as amended at the time such part of
the Initial Registration Statement became effective, are hereinafter
collectively called the "Registration Statement"; such final prospectus, in the
form first filed pursuant to Rule 424(b) under the Act, is hereinafter called
the "Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date
of such Preliminary Prospectus or Prospectus, as the case may be; any reference
to any amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as the
case may be; and any reference to any amendment to the Registration Statement
shall be deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date
of the Registration Statement that is incorporated by reference in the
Registration Statement);
(ii) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary Prospectus,
at the time of filing thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein or by a
Selling Stockholder expressly for use in the preparation of the information
therein required pursuant to Item 7 of Form S-3;
(iii) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents are filed with the
Commission will conform in all material respects to the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
provided, however, that this
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<PAGE> 4
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter through Goldman, Sachs & Co. expressly for use
therein;
(iv) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein either (i), in the case of the Registration
Statement or any amendment thereto, not misleading or (ii), in the case of the
Prospectus or any amendment or supplement thereto, in light of the circumstances
under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein
or by a Selling Stockholder expressly for use in the preparation of the
information therein required pursuant to Item 7 of Form S-3;
(v) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or increase in long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development that could reasonably be expected to
involve a prospective material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries considered as a whole, otherwise
than as set forth or contemplated in the Prospectus;
(vi) The Company and its subsidiaries have good title in fee simple to
all real property and good title to all material personal property owned by
them, in each case free and clear of all liens, encumbrances and defects except
such as are described in the Prospectus or such as do not materially affect the
value of such property and do not interfere with the use made and proposed to be
made of such property by the Company and its subsidiaries; and any real property
and buildings held under lease by the Company and its subsidiaries are held by
them under valid, subsisting and enforceable leases with such exceptions as are
not material and do not materially interfere with the use made and proposed to
be made of such property and buildings by the Company and its subsidiaries;
(vii) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and insurance regulatory) to own its properties
and conduct its business as described in the Prospectus, and has been duly
qualified as a foreign
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<PAGE> 5
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except for those
failures to be so qualified or in good standing in any such jurisdiction that
would not individually or in the aggregate have a material adverse effect on the
business, operations, financial condition or results of operations of the
Company and its subsidiaries considered as a whole (a "Material Adverse
Effect"); and each Significant Subsidiary (as defined in Section (1)(a)(xix)) of
the Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of its jurisdiction of incorporation;
(viii) The Company has made all required filings under applicable
insurance holding company statutes, and has received approvals of acquisition of
control and/or affiliate transactions, in each jurisdiction in which such
filings or approvals are required, except (i) where the failure to have made
such filings or receive such approvals in any such jurisdiction would not have,
individually or in the aggregate, a Material Adverse Effect or (ii) in the case
of pending acquisitions, in which case such filings have been made or such
approvals have been applied for; each of the Company's subsidiaries that is
required to be organized and licensed as an insurance company in its
jurisdiction of incorporation is duly organized and licensed as an insurance
company in its respective jurisdiction of incorporation, and each such
subsidiary is duly licensed or authorized as an insurer in each other
jurisdiction in which such licensing or authorization is required, except where
the failure to be so licensed or authorized in any such jurisdiction would not
have, individually or in the aggregate, a Material Adverse Effect; the Company
and each of its subsidiaries have all other necessary authorizations, approvals,
orders, consents, certificates, permits, registrations or qualifications of and
from all insurance regulatory and other governmental authorities to conduct
their respective businesses as described in the Prospectus, except where the
failure to have such authorizations, approvals, orders, consents, licenses,
certificates, permits, registrations or qualifications would not have,
individually or in the aggregate, a Material Adverse Effect; each of the Company
and each of its subsidiaries that engages in the insurance business have
fulfilled and performed all obligations necessary to maintain the insurance
licenses ("Insurance Licenses") from the insurance regulatory agencies of the
various jurisdictions where it conducts business except where the failure to so
fulfill or perform would not, individually or in the aggregate, have a Material
Adverse Effect; there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or investigation that could reasonably be
expected to lead to the revocation, termination or suspension of any such
license, certificate or permit (including, without limitation, the Insurance
Licenses), the revocation, termination or suspension of which would have,
individually or in the aggregate, a Material Adverse Effect; and except as
disclosed in the Prospectus, no insurance regulatory agency or body has issued
any order or decree impairing, restricting or prohibiting the payment of
dividends by any subsidiary to its parent which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect;
(ix) The Company and each of its subsidiaries that is an insurance
company is in compliance with the requirements of the insurance laws and
regulations of its jurisdiction of incorporation and the insurance laws and
regulations of other jurisdictions which are
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<PAGE> 6
applicable to the Company and each such subsidiary, and has filed all notices,
reports, documents or other information required to be filed thereunder, except
where the failure to so comply or file would not, individually or in the
aggregate, have a Material Adverse Effect;
(x) All retrocessional treaties and arrangements to which any of the
subsidiaries of the Company is a party are in full force and effect and none of
the subsidiaries is in violation of, or in default in the performance,
observance or fulfillment of, any obligation, agreement, covenant or condition
contained therein, except to the extent that any such violation or default would
not, individually or in the aggregate, have a Material Adverse Effect; none of
the Significant Subsidiaries of the Company has received any notice from any of
the other parties to such treaties, contracts or agreements that such other
party intends not to perform in any material respect such treaty, contract or
agreement and, to the best knowledge of the Company, the Company has no reason
to believe that any of the other parties to such treaties or arrangements will
be unable to perform such treaty or arrangement;
(xi) At September 30, 1997, the Company had an authorized
capitalization as set forth in the column entitled "actual" under the caption
"Capitalization" in the Prospectus, and all of the issued shares of Stock of the
Company have been duly authorized and validly issued, are fully paid and
non-assessable and conform to the description of the Stock incorporated by
reference in the Prospectus; and all of the issued shares of capital stock of
each subsidiary of the Company have been duly authorized and validly issued, are
fully paid and non-assessable and (except as set forth in the Prospectus) are
owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;
(xii) The unissued Shares to be issued and sold by the Company to the
Underwriters hereunder and under the International Underwriting Agreement have
been duly authorized and, when issued and delivered against payment therefor as
provided herein, will be validly issued and fully paid and non-assessable and
will conform to the description of the Stock incorporated by reference in the
Prospectus;
(xiii) The issue and sale of the Shares to be sold by the Company
hereunder and under the International Underwriting Agreement and the compliance
by the Company with the provisions of this Agreement and the International
Underwriting Agreement and the consummation of the transactions herein and
therein contemplated and the Other Offering (i) will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, (ii) will not result in any violation of the provisions of the
Certificate of Incorporation or By-laws of the Company and (iii) will not result
in any violation of the provisions of any statute or any order, rule or
regulation of any court, insurance regulatory authority or other governmental
agency or body having jurisdiction over the Company or any of its subsidiaries
or any of their properties, except in the case of clauses (i) and (iii) for such
conflicts, breaches, violations or defaults that would not, individually or in
the aggregate, have a Material Adverse Effect;
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<PAGE> 7
and no consent, approval, authorization, order, registration or qualification of
or with any such court, insurance regulatory authority or other governmental
agency or body is required for the issue and sale of the Shares or the
consummation by the Company of the transactions contemplated by this Agreement
and the International Underwriting Agreement, except the registration under the
Act of the Shares and the approval and registration of the Shares with the New
York Stock Exchange and such consents, approvals, authorizations, registrations
or qualifications as may be required under state or foreign securities or Blue
Sky laws in connection with the purchase and distribution of the Shares by the
Underwriters and the International Underwriters;
(xiv) Neither the Company nor any of its subsidiaries is (i) in
violation of its Certificate of Incorporation or By-laws or (ii) in default in
the performance or observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which it is a party or by which it or
any of its properties may be bound except in the case of clause (ii) for such
defaults that, individually or in the aggregate, would not have a Material
Adverse Effect;
(xv) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse
Effect; and, to the Company's knowledge, no such proceedings are threatened by
governmental authorities or threatened by others;
(xvi) The Company is not and, after giving effect to the offering and
sale of the Shares, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");
(xvii) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes (Chapter 92-128, Laws of
Florida);
(xviii) Ernst & Young, who have certified certain financial statements
of the Company and its subsidiaries, are independent public accountants within
the meaning of Regulation S-X under the Act and the rules and regulations of the
Commission thereunder; and
(xix) Each of TexasRe Life Insurance Company ("TexasRe"), Life
Reassurance Corporation of America ("Life Reassurance"), Reassure America Life
Insurance Company ("REALIC") and American Merchants Life Insurance Company
("AML") is referred to herein as a "Significant Subsidiary"; all of the other
subsidiaries of the Company in the aggregate do not constitute a "Significant
Subsidiary" as defined in Regulation S-X under the Act;
(b) Each of the Selling Stockholders severally represents and warrants
to, and agrees with, each of the Underwriters and the Company that:
(i) All consents, approvals, authorizations and orders necessary for
the execution and delivery by such Selling Stockholder of this Agreement, the
International Underwriting
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<PAGE> 8
Agreement, the Power of Attorney and the Custody Agreement hereinafter referred
to, and for the sale and delivery of the Shares to be sold by such Selling
Stockholder hereunder and under the International Underwriting Agreement, have
been obtained except for such consents, approvals, authorizations or orders as
may be required under state or foreign securities or Blue Sky laws in connection
with the purchase and distribution of such Shares by the Underwriters and the
International Underwriters; and such Selling Stockholder has full right, power
and authority to enter into this Agreement, the International Underwriting
Agreement, the Power of Attorney and the Custody Agreement and to sell, assign,
transfer and deliver the Shares to be sold by such Selling Stockholder hereunder
and under the International Underwriting Agreement;
(ii) The sale of the Shares to be sold by such Selling Stockholder
hereunder and under the International Underwriting Agreement and the compliance
by such Selling Stockholder with the provisions of this Agreement, the
International Underwriting Agreement, the Power of Attorney and the Custody
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Selling Stockholder is a party or by which such Selling
Stockholder is bound, or to which any of the property or assets of such Selling
Stockholder is subject, nor will such action result in any violation of the
provisions of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over such Selling Stockholder or
the property of such Selling Stockholder;
(iii) Such Selling Stockholder has, and immediately prior to each Time
of Delivery (as defined in Section 4 hereof) such Selling Stockholder will have,
good and valid title to the Shares to be sold by such Selling Stockholder
hereunder and under the International Underwriting Agreement, free and clear of
all liens, encumbrances, equities or claims; and, upon delivery of such Shares
and payment therefor pursuant hereto and thereto, good and valid title to such
Shares, free and clear of all liens, encumbrances, equities or claims, will pass
to the Underwriters or the International Underwriters, as the case may be;
(iv) During the period beginning from the date of the Prospectus and
continuing to and including the date 90 days after the date of the Prospectus,
such Selling Stockholder will not offer, sell, contract to sell or otherwise
dispose of, except as provided hereunder or under the International Underwriting
Agreement, any Stock or securities of the Company that are substantially similar
to the Stock, or which are convertible into or exchangeable for, or that
represent the right to receive, Stock or any such substantially similar
securities (other than pursuant to employee stock option plans existing on, or
upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement), without the prior written
consent of the Underwriters;
(v) Such Selling Stockholder has not taken and will not take, directly
or indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Shares;
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<PAGE> 9
(vi) To the extent that any statements or omissions made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto are made in reliance upon and in conformity with
written information furnished to the Company by such Selling Stockholder
expressly for use therein, such Preliminary Prospectus and the Registration
Statement did, and the Prospectus and any further amendments or supplements to
the Registration Statement and the Prospectus, when they become effective or are
filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act and the rules and regulations of the
Commission thereunder and will not as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable filing
date as to the Prospectus and any amendment or supplement thereto contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein either (i), in
the case of the Registration Statement or any amendment thereto, not misleading,
or, (ii) in the case of the Prospectus or any amendment or supplement thereto,
in light of the circumstances under which they were made, not misleading;
(vii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 with respect to the transactions herein contemplated, such Selling
Stockholder will deliver to the Underwriters prior to or at the First Time of
Delivery (as hereinafter defined) a properly completed and executed United
States Treasury Department Form W-9 (or other applicable form or statement
specified by Treasury Department regulations in lieu thereof);
(viii) Certificates in negotiable form representing all of the Shares
to be sold by such Selling Stockholder hereunder and under the International
Underwriting Agreement have been placed in custody under a Custody Agreement, in
the form heretofore furnished to the Underwriters (the "Custody Agreement"),
duly executed and delivered by such Selling Stockholder to
................................., as custodian (the "Custodian"), [and such
Selling Stockholder has duly executed and delivered a Power of Attorney, in the
form heretofore furnished to the Underwriters (the "Power of Attorney"),
appointing the persons indicated in Schedule II hereto, and each of them, as
such Selling Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with
authority to execute and deliver this Agreement and the International
Underwriting Agreement on behalf of such Selling Stockholder, to determine the
purchase price to be paid by the Underwriters and the International Underwriters
to the Selling Stockholders as provided in Section 2 hereof, to authorize the
delivery of the Shares to be sold by such Selling Stockholder hereunder and
otherwise to act on behalf of such Selling Stockholder in connection with the
transactions contemplated by this Agreement, the International Underwriting
Agreement and the Custody Agreement]; and
(ix) The Shares represented by the certificates held in custody for
such Selling Stockholder under the Custody Agreement are subject to the
interests of the Underwriters hereunder and the International Underwriters under
the International Underwriting Agreement; the arrangements made by such Selling
Stockholder for such custody, and the appointment by such Selling Stockholder of
the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable;
the obligations of the Selling Stockholders hereunder shall not be terminated by
operation of law, whether by the death or incapacity of any individual Selling
Stockholder or, in the case of an estate or trust, by the death or incapacity
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<PAGE> 10
of any executor or trustee or the termination of such estate or trust, or in the
case of a partnership or corporation, by the dissolution of such partnership or
corporation, or by the occurrence of any other event; if any individual Selling
Stockholder or any such executor or trustee should die or become incapacitated,
or if any such estate or trust should be terminated, or if any such partnership
or corporation should be dissolved, or if any other such event should occur,
before the delivery of the Shares hereunder, certificates representing the
Shares shall be delivered by or on behalf of the Selling Stockholders in
accordance with the terms and conditions of this Agreement, of the International
Underwriting Agreement and of the Custody Agreements; and actions taken by the
Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if
such death, incapacity, termination, dissolution or other event had not
occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or
any of them, shall have received notice of such death, incapacity, termination,
dissolution or other event.
2. Subject to the terms and conditions herein set forth, (a) the
Company and each of the Selling Stockholders agree, severally and not jointly,
to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company and each of the Selling
Stockholders, at a purchase price per share of $......................, the
number of Firm Shares (to be adjusted by you so as to eliminate fractional
shares) determined by multiplying the aggregate number of Firm Shares to be sold
by the Company and each of the Selling Stockholders as set forth opposite their
respective names in Schedule II hereto by a fraction, the numerator of which is
the aggregate number of Firm Shares to be purchased by such Underwriter as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the aggregate number of Firm Shares to be purchased by
all of the Underwriters from the Company and all of the Selling Stockholders
hereunder and (b) in the event and to the extent that the Underwriters shall
exercise the election to purchase Optional Shares as provided below, each of the
Selling Stockholders agrees, severally and not jointly to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from each of the Selling Stockholders, at the purchase price per share
set forth in clause (a) of this Section 2, that portion of the number of
Optional Shares as to which such election shall have been exercised (to be
adjusted by you so as to eliminate fractional shares) determined by multiplying
such number of Optional Shares by a fraction the numerator of which is the
maximum number of Optional Shares which such Underwriter is entitled to purchase
as set forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.
The Selling Stockholders, as and to the extent indicated in Schedule II
hereto, hereby grant, severally and not jointly, to the Underwriters the right
to purchase at their election up to 420,000 Optional Shares, at the purchase
price per share set forth in the paragraph above, for the sole purpose of
covering overallotments in the sale of the Firm Shares. Any such election to
purchase Optional Shares shall be made in proportion to the maximum number of
Optional Shares to be sold by each Selling Stockholder as set forth in Schedule
II hereto. Any such election to purchase Optional Shares may be exercised
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<PAGE> 11
only by written notice from you to the Company and the Attorneys-in-Fact, given
within a period of 30 calendar days after the date of this Agreement and setting
forth the aggregate number of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as determined by you but in no
event earlier than the First Time of Delivery (as defined in Section 4 hereof)
or, unless you and the Company and the Attorneys-in-Fact otherwise agree in
writing, earlier than two or later than ten business days after the date of such
notice.
3. Upon the authorization by you of the release of the Firm Shares, the
Underwriters propose to offer the Firm Shares for sale upon the terms and
conditions set forth in the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company and the Selling Stockholders shall be delivered by or on
behalf of the Company and the Selling Stockholders to Goldman, Sachs & Co.,
through the facilities of The Depository Trust Company ("DTC"), for the account
of each Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by certified or official bank check or checks, payable
to the order of, or by wire transfer to the account designated by, the Company
and each of the Selling Stockholders, as their interests may appear, in
immediately available (same day) funds. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., New York City time, on ............., 1998 or
such other time and date as Goldman, Sachs & Co. and the Company may agree upon
in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City
time, on the date specified by Goldman, Sachs & Co. in the written notice given
by Goldman, Sachs & Co. of the Underwriters' election to purchase such Optional
Shares, or such other time and date as Goldman, Sachs & Co. and the Company may
agree upon in writing. Such time and date for delivery of the Firm Shares is
herein called the "First Time of Delivery", such time and date for delivery of
the Optional Shares, if not the First Time of Delivery, is herein called the
"Second Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery".
(b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(m) hereof, will be delivered at the offices
of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
each Time of Delivery. A meeting will be held at the Closing Location at 2:00
p.m., New York City time, on the New York Business Day next preceding each Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday,
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<PAGE> 12
Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York are generally authorized or obligated by law or executive order to
close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or Prospectus prior to
the last Time of Delivery which shall be disapproved by you promptly after
reasonable notice thereof; to advise you, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed and to furnish you copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Prospectus and for so
long as the delivery of a prospectus is required in connection with the offering
or sale of the Shares; to advise you, promptly after it receives notice thereof,
of the issuance by the Commission of any stop order or of any order preventing
or suspending the use of any Preliminary Prospectus or prospectus, of the
suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus or suspending any
such qualification, promptly to use its best efforts to obtain the withdrawal of
such order;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities and insurance securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Shares, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation or to file
a general consent to or take any action that would subject the Company to
service of process in any jurisdiction or taxation in any jurisdiction where it
is not now subject;
(c) Prior to 10:00 a.m., New York City time, on the New York Business
Day next succeeding the date of this Agreement, to furnish the Underwriters with
copies of the Prospectus in New York City in such quantities as you may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering or sale of the Shares
and if at such time any events shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or, if for any other reason it shall be necessary during
such period to amend or supplement
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<PAGE> 13
the Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act or the Exchange Act,
to notify you and upon your request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required
to deliver a prospectus in connection with sales of any of the Shares at any
time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act;
(e) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);
(f) During the period beginning from the date of the Prospectus and
continuing to and including the date 180 days after the date of the Prospectus,
not to offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder and under the International Underwriting Agreement and in connection
with the Other Offering, any Stock or securities of the Company that are
substantially similar to the Stock, or which are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities, other than (i) pursuant to employee stock
option plans existing on, or upon the conversion or exchange of convertible or
exchangeable securities outstanding as of, the date of this Agreement and (ii)
shares of Stock or such other securities issued as consideration in future
acquisitions as long as either the entity to which the Company is issuing
consideration for such acquisitions or, in the case of consideration being paid
to shareholders of the acquired entity, all of the executive officers,
directors, other affiliates and shareholders owning 5% or more of the equity of
the entity being acquired have agreed in writing to such 180-day restriction,
without your prior written consent;
(g) To furnish to its stockholders as soon as practicable after the end
of each fiscal year an annual report (including a balance sheet and statements
of income, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries certified by independent public accountants) and, as
soon as practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the
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<PAGE> 14
effective date of the Registration Statement), consolidated summary financial
information of the Company and its subsidiaries for such quarter in reasonable
detail;
(h) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and (ii)
such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);
(i) To use the net proceeds received by it from the sale of the Shares
pursuant to this Agreement and the International Underwriting Agreement in the
manner specified in the Prospectus under the caption "Use of Proceeds"; and
(j) To use its best efforts to list, subject to notice of issuance, the
Shares on the New York Stock Exchange (the "Exchange").
6. The Company and each of the Selling Stockholders, jointly and
severally, covenant and agree with one another and with the Underwriters that
(a) the Company will pay or cause to be paid: (i) the fees, disbursements and
expenses of the Company's and the Selling Stockholders' counsel and accountants
in connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the International Underwriting
Agreement, the Agreement between Syndicates, the Selling Agreements, the Blue
Sky Memorandum, closing documents (including any compilations thereof) and any
other documents in connection with the offering, purchase, sale and delivery of
the Shares; (iii) all expenses in connection with the qualification of the
Shares for offering and sale under state securities laws as provided in Section
5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky survey; (iv) all fees and expenses in connection with listing the
Shares on the Exchange; (v) the filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Shares; and (b) the Company will pay or cause to be
paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of
any transfer agent or registrar; and (iii) all other costs and expenses incident
to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section; and (c) such Selling Stockholder will
pay or cause to be paid all costs and expenses incident to the performance of
such Selling Stockholder's obligations hereunder which are not otherwise
specifically provided for in this Section, including (i) such Selling
Stockholder's pro rata share of the fees and expenses of the Attorneys-in-Fact
and the Custodian and (ii) all expenses and taxes incident to the
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<PAGE> 15
sale and delivery of the Shares to be sold by such Selling Stockholder to the
Underwriters hereunder. In connection with Clause (c) (ii) of the preceding
sentence, Goldman, Sachs & Co. agrees to pay New York State stock transfer tax,
and the Selling Stockholder agrees to reimburse Goldman, Sachs & Co. for
associated carrying costs if such tax payment is not rebated on the day of
payment and for any portion of such tax payment not rebated. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, stock transfer taxes on resale of any of the Shares by
them, and any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters hereunder, as to the Shares to
be delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties of the Company and of the
Selling Stockholders herein are, at and as of such Time of Delivery, true and
correct, the condition that the Company and the Selling Stockholders shall have
performed all of its and their obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 5(a)
hereof; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to your reasonable satisfaction; if the Company has elected to rely upon
Rule 462(b), the Rule 462(b) Registration Statement shall have become effective
by 10:00 P.M., Washington, D.C. time, on the date of this Agreement;
(b) Sullivan & Cromwell, counsel for the Underwriters, shall have
furnished to you such opinion or opinions, dated such Time of Delivery, with
respect to the incorporation of the Company, this Agreement, the validity of the
Shares being delivered at such Time of Delivery, the Registration Statement, the
Prospectus and such other related matters as you may reasonably request, and
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Weil, Gotshal & Manges LLP, counsel for the Company, shall have
furnished to you their written opinion (a draft of each such opinion is attached
as Annex II(a) hereto), dated such Time of Delivery, in form and substance
satisfactory to you, to the effect that:
(i) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own its
properties and to carry on its business as described in the Prospectus;
(ii) The authorized capital stock of the Company consists of
40,000,000 shares of common stock, par value $.001 per share. Based
solely upon such counsel's review of (A) a certificate of the Company's
transfer agent and (B) the minute books of the Company in the form
provided to such counsel, as of September 30, 1997, there were
15,830,785 shares of common stock issued, of which [2,196,469] shares
were treasury stock and [13,634,316] were outstanding.
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<PAGE> 16
All of the outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and non-assessable. The Shares
to be issued pursuant to this Agreement have been duly authorized,
validly issued, fully paid and non-assessable;
(iii) The Company is duly qualified to transact business and
is in good standing as a foreign corporation in each jurisdiction where
the character of its activities requires such qualification except
where the failure of the Company to be so qualified would not have a
material adverse effect on the business, operations or financial
condition of the Company and its subsidiaries considered as a whole
(such counsel being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect of matters of fact
upon certificates of officers of the Company, provided that such
counsel shall state that they are relying upon such opinions and
certificates);
(iv) Each Significant Subsidiary of the Company is a
corporation duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation; and all of the
outstanding shares of capital stock of each of TexasRe, Life
Reassurance and REALIC, and 79% of the outstanding shares of capital
stock of AML are duly authorized, validly issued, fully paid and
non-assessable, and are owned of record by the Company or its directly
or indirectly wholly owned subsidiary and, to such counsel's knowledge,
beneficially by the Company, free and clear, to such counsel's
knowledge, of all liens, claims and other encumbrances (such counsel
being entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company or its subsidiaries, provided
that such counsel shall state that they are relying upon such opinions
and certificates);
(v) The Company and its subsidiaries have good and marketable
title in fee simple to all real property owned by them, in each case
free and clear of all liens, encumbrances and defects except such as
are described in the Prospectus or such as do not materially affect the
value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by
the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made
of such property and buildings by the Company and its subsidiaries (in
giving the opinion in this clause, such counsel may state that no
examination of record titles for the purpose of such opinion has been
made, and that they are relying upon a general review of the titles of
the Company and its subsidiaries, upon opinions of local counsel and
abstracts, reports and policies of title companies rendered or issued
at or subsequent to the time of acquisition of such property by the
Company or its subsidiaries, upon opinions of counsel to the lessors of
such property and, in respect of matters of fact, upon certificates of
officers of the Company or its subsidiaries, provided that such counsel
shall state that they believe that both you and they are justified in
relying upon such opinions, abstracts, reports, policies and
certificates);
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<PAGE> 17
(vi) To such counsel's knowledge and other than as set forth
in the Prospectus, there are no legal or governmental proceedings
pending or overtly threatened against the Company or any of its
subsidiaries which, if adversely determined, would have a Material
Adverse Effect;
(vii) The execution and delivery of this Agreement and the
International Underwriting Agreement have been duly authorized by all
necessary corporate action on the part of the Company. This Agreement
and the International Underwriting Agreement have been duly executed
and delivered by the Company;
(viii) The compliance by the Company with the provisions of
this Agreement and the International Underwriting Agreement and the
consummation of the transactions contemplated herein and therein and
the Other Offering will not conflict with, constitute a default under,
or violate any of the terms or provisions of any material document,
agreement or other instrument known to such counsel to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound, nor will such action violate the
provisions of the Certificate of Incorporation or By-laws of the
Company or any New York, Delaware corporate or federal law or
regulation (other than state or foreign securities or Blue Sky laws, as
to which such counsel need not express an opinion) or any judgment,
writ, injunction, decree, order or ruling known to such counsel of any
court, insurance regulatory authority or other governmental authority
binding on the Company or any of its subsidiaries; no consent,
approval, waiver, license or authorization or other action by or filing
with any New York, Delaware or federal government authority is required
for the consummation by the Company of the transactions contemplated by
this Agreement and the International Underwriting Agreement, except for
those already obtained and for such consents, approvals,
authorizations, registrations or qualifications as may be required
under state or foreign securities or Blue Sky laws in connection with
the purchase and distribution of the Shares by the Underwriters and the
International Underwriters or the Other Offering;
(ix) To the best of such counsel's knowledge, the Company has
made all required filings under applicable insurance holding company
statutes, and has received approvals of acquisition of control and/or
affiliate transactions, in each jurisdiction in which such filings or
approvals are required, except where the failure to have made such
filings or to receive such approvals in any such jurisdiction would not
have, individually or in the aggregate, a material adverse effect on
the business, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole;
each of the Company's subsidiaries that is required to be organized and
licensed as an insurance company in its jurisdiction of incorporation
is duly organized and licensed as an insurance company in its
respective jurisdiction of incorporation, and each such subsidiary is
duly licensed or authorized as an insurer in each other jurisdiction in
which such licensing or authorization is required, except where the
failure to be so licensed or authorized in any such jurisdiction would
not have, individually or in the aggregate, a material adverse effect
on the business, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole;
the
-17-
<PAGE> 18
Company and each of its subsidiaries have all other necessary
authorizations, approvals, orders, consents, certificates, permits,
registrations or qualifications of and from all insurance regulatory
and other governmental authorities to conduct their respective
businesses as described in the Prospectus, except where the failure to
have such authorizations, approvals, orders, consents, licenses,
certificates, permits, registrations or qualifications would not,
individually or in the aggregate, have a material adverse effect on the
business, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole;
each of the Company and each of its subsidiaries that engages in the
insurance business have fulfilled and performed all obligations
necessary to maintain the Insurance Licenses from the insurance
regulatory agencies of the various jurisdictions where it conducts
business; there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or investigation that may
reasonably be expected to lead to the revocation, termination or
suspension of any such license, certificate or permit (including,
without limitation, the Insurance Licenses), the revocation,
termination or suspension of which would have, individually or in the
aggregate, a material adverse effect on the business, financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries, considered as a whole; and except as disclosed in
the Prospectus, no insurance regulatory agency or body has issued any
order or decree impairing, restricting or prohibiting the payment of
dividends by any subsidiary to its parent which could reasonably be
expected to have, individually or in the aggregate, a material adverse
effect on the business, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered
as a whole;
(x) Each of the Company's subsidiaries that is an insurance
company and, to the best of such counsel's knowledge, the Company, is
in compliance with the requirements of the insurance laws and
regulations of its jurisdiction of incorporation and the insurance laws
and regulations of other jurisdictions which are applicable to the
Company and each such subsidiary, and has filed all notices, reports,
documents or other information required to be filed thereunder, except
where the \ failure to so comply or file would not have, individually
or in the aggregate with other such failures, a material adverse effect
on the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole;
(xi) To the best of such counsel's knowledge, all
retrocessional treaties and arrangements to which any of the
subsidiaries of the Company is a party are in full force and effect and
none of the subsidiaries is in violation of, or in default in the
performance, observance or fulfillment of, any obligation, agreement,
covenant or condition contained therein, except to the extent that any
such violation or default would not, individually or in the aggregate,
have a material adverse effect on the business, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole; none of the subsidiaries of the
Company has received any notice from any of the other parties to such
treaties, contracts or agreements that such other party intends not to
perform in any material respect such treaty, contract or agreement and,
to the best knowledge of such
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<PAGE> 19
counsel, such counsel has no reason to believe that any of the other
parties to such treaties or arrangements will be unable to perform such
treaty or arrangement;
(xii) The Company is not an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in
the Investment Company Act;
(xiii) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made by the
Company prior to such Time of Delivery (other than the financial
statements and related schedules therein and the other financial and
accounting data included or incorporated by reference therein, as to
which such counsel need express no opinion), when they were filed with
the Commission appear on their face to have complied as to form in all
material respects with the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder; and
(xiv) The Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company prior to
such Time of Delivery (other than the financial statements and related
schedules therein and the other financial and accounting data included
or incorporated by reference therein, as to which such counsel need
express no opinion) comply as to form in all material respects with the
requirements of the Act and the rules and regulations thereunder;
Such counsel shall also have furnished a written statement
addressed to the Underwriters to the effect that such counsel has
participated in conferences with directors, officers and other
representatives of the Company and the Selling Stockholders,
representatives of the independent public accountants for the Company,
representatives of the Underwriters and representatives of counsel for
the Underwriters, at which conferences the contents of the Registration
Statement and the Prospectus and related matters were discussed and
although such counsel have not independently verified and are not
passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, no facts have come to such
counsel's attention which lead such counsel to believe that, as of its
effective date, the Registration Statement or any further amendment
thereto made by the Company prior to such Time of Delivery (other than
the financial statements and related schedules therein and the other
financial and accounting data included or incorporated by reference
therein, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
contained therein not misleading or that, as of its date or as of such
Time of Delivery, the Prospectus or any further amendment or supplement
thereto made by the Company prior to such Time of Delivery (other than
the financial statements and related schedules therein and the other
financial and accounting data included or incorporated by reference
therein, as to which such counsel need express no opinion) contained or
contains an untrue statement of a material fact or omitted or
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<PAGE> 20
omits to state a material fact necessary to make the statements
contained therein, in the light of the circumstances under which they
were made, not misleading.
In rendering such opinion, such counsel may state that its opinions 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 that such counsel express
no opinion as to the laws of any other jurisdiction;
(d) W. Weldon Wilson, General Counsel of the Company, shall have
furnished to you his written opinion (a draft of such opinion is attached hereto
as Annex II(b)) dated such Time of Delivery, in form and substance satisfactory
to you, to the effect that:
(i) To the best of such counsel's knowledge and other than as
set forth in the Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is
a party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely to the
Company or any of its subsidiaries, would individually or in the
aggregate have a material adverse effect on the current or future
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries; and, to the best of
such counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(ii) The issue and sale of the Shares being delivered at such
Time of Delivery to be sold by the Company and the compliance by the
Company with all of the provisions of this Agreement and the
International Underwriting Agreement and the consummation of the
transactions herein and therein contemplated and the Other Offering
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action
result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order,
rule or regulation known to such counsel of any court, insurance
regulatory authority or other governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of
their properties; no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Shares or the
consummation by the Company of the transactions contemplated by this
Agreement and the International Underwriting Agreement for those
already obtained and such consents, approvals, authorizations,
registrations or qualifications as may be required under state or
foreign securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters and the International
Underwriters;
(iii) Neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or By-laws or in default
in the performance or observance of any material obligation, agreement,
covenant or condition contained in any
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<PAGE> 21
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of
its properties may be bound;
(iv) The documents incorporated by reference in the Prospectus
or any further amendment or supplement thereto made by the Company
prior to such Time of Delivery (other than the financial statements and
related schedules therein, as to which such counsel need express no
opinion), when they became effective or were filed with the Commission,
as the case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and such counsel
has no reason to believe that any of such documents, when such
documents became effective or were so filed, as the case may be,
contained, in the case of a registration statement which became
effective under the Act, an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or, in the
case of other documents which were filed under the Exchange Act with
the Commission, an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made
when such documents were so filed, not misleading; and
(v) The Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company prior to
such Time of Delivery (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the requirements of the
Act and the rules and regulations thereunder; although they do not
assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement or the
Prospectus, such counsel has no reason to believe that, as of its
effective date, the Registration Statement or any further amendment
thereto made by the Company prior to such Time of Delivery (other than
the financial statements and related schedules therein, as to which
such counsel need express no opinion) contained an untrue statement of
a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further
amendment or supplement thereto made by the Company prior to such Time
of Delivery (other than the financial statements and related schedules
therein, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that, as of
such Time of Delivery, either the Registration Statement or the
Prospectus or any further amendment or supplement thereto made by the
Company prior to such Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel need
express no opinion) contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; and they do not know of any amendment to the
Registration Statement required to be filed or of any
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<PAGE> 22
contracts or other documents of a character required to be filed as an
exhibit to the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in the
Registration Statement or the Prospectus which are not filed or
incorporated by reference or described as required.
(e) Weil, Gotshal & Manges LLP, counsel for each of the Selling
Stockholders, as indicated in Schedule II hereto, each shall have furnished to
you their written opinion with respect to each of the Selling Stockholders for
whom they are acting as counsel, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:
(i) Assuming the due authorization, execution and delivery by
the other parties hereto, a Power of Attorney and a Custody Agreement
have been duly executed and delivered by such Selling Stockholder and
constitute valid and binding obligations of such Selling Stockholder;
(ii) This Agreement and the International Underwriting
Agreement have been duly executed and delivered by or on behalf of such
Selling Stockholder; and the compliance by such Selling Stockholder
with the provisions of this Agreement and the International
Underwriting Agreement, the Power of Attorney and the Custody Agreement
and the consummation of the transactions contemplated herein and
therein will not conflict with, constitute a default under, or violate
any terms or provisions of any material document, agreement or other
instrument known to such counsel to which such Selling Stockholder is a
party or by which such Selling Stockholder is bound, nor will such
action violate the provisions of any federal law or regulation or any
judgment, writ, injunction, decree, order or ruling known to such
counsel of any court or governmental authority binding on such Selling
Stockholder;
(iii) No consent, approval, waiver, license or authorization
or other action by or filing with any federal governmental authority is
required for the consummation of the transactions contemplated by this
Agreement and the International Underwriting Agreement in connection
with the Shares to be sold by such Selling Stockholder hereunder or
thereunder, except for those which have been duly obtained and such as
may be required under state or foreign securities or Blue Sky laws in
connection with the purchase and distribution of such Shares by the
Underwriters or the International Underwriters;
(iv) Upon transfer, assignment and delivery by each Selling
Stockholder (either directly or by his Attorney-in- Fact) to the
Underwriters of a certificate evidencing the Stock to be sold to the
Underwriters by such Selling Stockholder, registered in the name of
such Selling Stockholder and duly endorsed in blank or accompanied by a
stock power for such Stock duly endorsed in blank, against receipt of
payment therefor in accordance with the terms of this Agreement, the
Underwriters will acquire such certificate and the Stock evidenced
thereby free and clear of any adverse claim, as such phrase is defined
in Section 8-105 of the Uniform Commercial Code in effect in the State
of New York (assuming the Underwriters acquire such certificates
without notice of an adverse claim).
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<PAGE> 23
In rendering such opinion, such counsel may state that its opinions are
limited to New York law and the federal laws of the United States and that such
counsel express no opinion as to the laws of any other jurisdiction;
(f) On the date of the Prospectus at a time prior to the execution of
this Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at each Time of Delivery, Ernst & Young shall
have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set
forth in Annex I hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a draft of the
form of letter to be delivered on the effective date of any post-effective
amendment to the Registration Statement and as of each Time of Delivery is
attached as Annex I(b) hereto);
(g) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus, and
(ii) since the respective dates as of which information is given in the
Prospectus there shall not have been any change in the capital stock or increase
in long-term debt of the Company or any of its subsidiaries, or any change, or
any development that could reasonably be expected to involve a prospective
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries considered as a whole, otherwise than as set forth or contemplated
in the Prospectus, the effect of which, in any such case described in Clause (i)
or (ii), is in the judgment of the Underwriters so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares being delivered at such Time of Delivery on the terms and
in the manner contemplated in the Prospectus;
(h) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities or preferred stock or the
financial strength or claims paying ability of the Company or any of its
subsidiaries by either any "nationally recognized statistical rating
organization", as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Act, or A.M. Best Company, Inc., and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities or preferred stock or the financial strength or claims paying
ability of the Company or any of its subsidiaries;
(i) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such event
specified in
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<PAGE> 24
this Clause (iv) in the judgment of the Underwriters makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares
being delivered at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;
(j) The Shares to be sold by the Company and the Selling Stockholders
at such Time of Delivery shall have been duly listed, subject to notice of
issuance, on the Exchange;
(k) The Company has obtained and delivered to the Underwriters executed
copies of an agreement from [list stockholders of the Company, other than the
Selling Stockholders], to the effect set forth in Subsection 1(b)(iv) hereof in
form and substance satisfactory to you;
(l) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement; and
(m) The Company and the Selling Stockholders shall have furnished or
caused to be furnished to you at such Time of Delivery certificates of officers
of the Company and of the Selling Stockholders, respectively, satisfactory to
you as to the accuracy of the representations and warranties of the Company and
the Selling Stockholders, respectively, herein at and as of such Time of
Delivery, as to the performance by the Company and the Selling Stockholders of
all of their respective obligations hereunder to be performed at or prior to
such Time of Delivery, and as to such other matters as you may reasonably
request, and the Company shall have furnished or caused to be furnished
certificates as to the matters set forth in subsections (a) and (g) of this
Section, and as to such other matters as you may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein.
(b) Each of the Selling Stockholders, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise,
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<PAGE> 25
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that such Selling Stockholder shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through Goldman, Sachs & Co.
expressly for use therein; provided, further, that the liability of a Selling
Stockholder pursuant to this subsection (b) shall not exceed the product of the
number of Shares sold by such Selling Stockholder including any Optional Shares
and the initial public offering price of the Shares as set forth in the
Prospectus.
(c) Each Underwriter will indemnify and hold harmless the Company and
each Selling Stockholder against any losses, claims, damages or liabilities to
which the Company or such Selling Stockholder may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Goldman, Sachs & Co.
expressly for use therein; and will reimburse the Company and each Selling
Stockholder for any legal or other expenses reasonably incurred by the Company
or such Selling Stockholder in connection with investigating or defending any
such action or claim as such expenses are incurred.
(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection (but shall relieve it
from any liability which it may have to any indemnified party under such
subsection). In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled
-25-
<PAGE> 26
to participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (which shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.
(e) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a), (b) or (c) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (d) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Selling Stockholders on the one hand
and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Shares purchased
under this Agreement (before deducting expenses) received by the Company and the
Selling Stockholders bear to the total underwriting discounts and commissions
received by the Underwriters with respect to the Shares purchased under this
Agreement, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Selling Stockholders on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, each of the Selling Stockholders and the
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<PAGE> 27
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (e) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission and no Selling
Stockholder shall be liable in an amount that exceeds the product of the number
of Shares sold by such Selling Stockholder including any Optional Shares and the
initial public offering price of the Shares as set forth in the Prospectus. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection(e) to contribute are several in proportion to their respective
underwriting obligations and not joint.
(f) The obligations of the Company and the Selling Stockholders under
this Section 8 shall be in addition to any liability which the Company and the
respective Selling Stockholders may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company or any Selling Stockholder within the meaning of
the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company and the Selling Stockholders shall be entitled to
a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the Company and
the Selling Stockholders that you have so arranged for the purchase of such
Shares, or the Company and the Selling Stockholders notify you that they have so
arranged for the purchase of such Shares, you or the Company and the Selling
Stockholders shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this
-27-
<PAGE> 28
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all of the Shares to be purchased at such Time of
Delivery, then the Company and the Selling Stockholders shall have the right to
require each non-defaulting Underwriter to purchase the number of Shares which
such Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the number of Shares which such Underwriter agreed to purchase
hereunder) of the Shares of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased exceeds one-eleventh of the
aggregate number of all of the Shares to be purchased at such Time of Delivery,
or if the Company and the Selling Stockholders shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of the
Underwriters to purchase and of the Company and the Selling Stockholders to sell
the Optional Shares) shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company or the Selling Stockholders,
except for the expenses to be borne by the Company and the Selling Stockholders
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Selling Stockholders, or any officer
or director or controlling person of the Company, or any controlling person of
any Selling Stockholder, and shall survive delivery of and payment for the
Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Company and the Selling Stockholders as provided herein, the Company will
reimburse the Underwriters through you for all out-of-pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
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<PAGE> 29
delivery of the Shares not so delivered, but the Company and the Selling
Stockholders shall then be under no further liability to any Underwriter in
respect of the Shares not so delivered except as provided in Sections 6 and 8
hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives; and in all dealings with any Selling Stockholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of such Selling Stockholder made or given by any
or all of the Attorneys-in-Fact for such Selling Stockholder.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; if to any Selling Stockholder shall be delivered or sent by mail,
telex or facsimile transmission to counsel for such Selling Stockholder at its
address set forth in Schedule II hereto; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 8 (d) hereof
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters' Questionnaire or telex
constituting such Questionnaire, which address will be supplied to the Company
or the Selling Stockholders by you upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholders and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding
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<PAGE> 30
agreement among each of the Underwriters, the Company and each of the Selling
Stockholders. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters (U.S. Version), the form of which shall be
submitted to the Company and the Selling Stockholders for examination upon
request, but without warranty on your part as to the authority of the signers
thereof.
-30-
<PAGE> 31
Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing
and binding Power of Attorney which authorizes such Attorney-in-Fact to take
such action.
Very truly yours,
Life Re Corporation
By:___________________________
Name:
Title:
Rodney A. Hawes, Jr.
Douglas M. Schair
Jacques E. Dubois
Samuel V. Filoromo
By:________________________________
Name:
Title:
As Attorney-in-Fact acting on behalf
of each of the Selling Stockholders
named in Schedule II to this
Agreement.
Accepted as of the date hereof:
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
CIBC Oppenheimer Corp.
Conning & Company
By:_______________________________
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
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<PAGE> 32
SCHEDULE I
<TABLE>
<CAPTION>
Number of
Optional
Total Number Shares to be
of Firm Shares Purchased if
to be Maximum Option
Underwriter Purchased Exercised
----------- --------- ---------
<S> <C> <C>
Goldman, Sachs & Co...........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................
Donaldson, Lufkin & Jenrette Securities ----------- ------------
Corporation................................................ -
Total =========== ============
</TABLE>
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<PAGE> 33
SCHEDULE II
<TABLE>
<CAPTION>
Number of
Optional
Total Number Shares to be
of Firm Shares Sold if
to be Maximum Option
Sold Exercised
---- ---------
<S> <C> <C>
The Company...................................................
The Selling Stockholder(s):
[Name of Selling Stockholder](a)..............................
[Name of Selling Stockholder](b)..............................
[Name of Selling Stockholder](c)..............................
[Name of Selling Stockholder](d).............................. -
[Name of Selling Stockholder](e).............................. ---------- ----------
Total ========== ==========
</TABLE>
(a) This Selling Stockholder is represented by [Name and Address of Counsel] and
has appointed [Names of Attorneys-in-Fact (not less than two)], and each of
them, as the Attorneys-in-Fact for such Selling Stockholder.
(b) This Selling Stockholder is represented by [Name and Address of Counsel] and
has appointed [Names of Attorneys-in-Fact (not less than two)], and each of
them, as the Attorneys-in-Fact for such Selling Stockholder.
(c) This Selling Stockholder is represented by [Name and Address of Counsel] and
has appointed [Names of Attorneys-in-Fact (not less than two)], and each of
them, as the Attorneys-in-Fact for such Selling Stockholder.
(d) This Selling Stockholder is represented by [Name and Address of Counsel] and
has appointed [Names of Attorneys-in-Fact (not less than two)], and each of
them, as the Attorneys-in-Fact for such Selling Stockholder.
(e) This Selling Stockholder is represented by [Name and Address of Counsel] and
has appointed [Names of Attorneys-in-Fact (not less than two)], and each of
them, as the Attorneys-in-Fact for such Selling Stockholder.
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<PAGE> 34
ANNEX I
Pursuant to Section 7(e) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial
forecasts and/or pro forma financial information) examined by them and
included or incorporated by reference in the Registration Statement or
the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the related published rules and regulations thereunder;
and, if applicable, they have made a review in accordance with
standards established by the American Institute of Certified Public
Accountants of the consolidated interim financial statements, selected
financial data, pro forma financial information, financial forecasts
and/or condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter, as
indicated in their reports thereon, copies of which have been
separately furnished to the representatives of the Underwriters (the
"Representatives");
(iii) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the
unaudited condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows included in
the Prospectus and/or included in the Company's Quarterly Report on
Form 10-Q incorporated by reference into the Prospectus as indicated in
their reports thereon copies of which have been separately furnished to
the Representatives; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited
condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and
the related published rules and regulations, nothing came to their
attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all
material respects with the applicable accounting requirements of the
Act and the Exchange Act and the related published rules and
regulations;
(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the
Company for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such
five fiscal years which were included or incorporated by reference in
the Company's Annual Reports on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the
basis of limited procedures specified in such letter nothing came to
their attention as a result
<PAGE> 35
of the foregoing procedures that caused them to believe that this
information does not conform in all material respects with the
disclosure requirements of Items 301, 302, 402 and 503(d),
respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:
(A) (i) the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated
statements of cash flows included in the Prospectus and/or
included or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act and the related published rules and regulations,
or (ii) any material modifications should be made to the
unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus or included in the
Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus, for them to be in conformity with
generally accepted accounting principles;
(B) any other unaudited income statement data and balance
sheet items included in the Prospectus do not agree with the
corresponding items in the unaudited consolidated financial
statements from which such data and items were derived, and
any such unaudited data and items were not determined on a
basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial
statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent
fiscal year;
(C) the unaudited financial statements which were not included
in the Prospectus but from which were derived the unaudited
condensed financial statements referred to in Clause (A) and
any unaudited income statement data and balance sheet items
included in the Prospectus and referred to in Clause (B) were
not determined on a basis substantially consistent with the
basis for the audited financial statements included or
incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the
Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the
-2-
<PAGE> 36
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days prior to
the date of such letter, there have been any changes in the
consolidated capital stock (other than issuances of capital
stock upon exercise of options and stock appreciation rights,
upon earn-outs of performance shares and upon conversions of
convertible securities, in each case which were outstanding on
the date of the latest balance sheet included or incorporated
by reference in the Prospectus) or any increase in the
consolidated long-term debt of the Company and its
subsidiaries, or any decreases in consolidated net current
assets or stockholders' equity or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter;
and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the
Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenues or
operating profit or the total or per share amounts of
consolidated net income or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with the
comparable period of the preceding year and with any other
period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(vii) In addition to the examination referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (vi) above, they have carried out
certain specified procedures, not constituting an examination in
accordance with generally accepted auditing standards, with respect to
certain amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records
of the Company and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference) or in Part II of, or in
exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the
Prospectus specified by the Representatives, and have compared certain
of such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have found
them to be in agreement.
-3-
<PAGE> 1
Exhibit 1.2
LIFE RE CORPORATION
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
UNDERWRITING AGREEMENT
(INTERNATIONAL VERSION)
....................., 1998
Goldman Sachs International,
Donaldson, Lufkin & Jenrette Securities Corporation,
Merrill Lynch International,
Fox-Pitt, Kelton N.V.
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB, England.
Ladies and Gentlemen:
Life Re Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
660,000 shares of common stock, par value $.001 per share ("Stock") of the
Company and the stockholders of the Company named in Schedule II hereto (the
"Selling Stockholders") propose, subject to the terms and conditions stated
herein, to sell to the Underwriters an aggregate of 40,000 shares and, at the
election of the Underwriters, up to 105,000 additional shares of Stock. The
aggregate of 700,000 shares to be sold by the Company and the Selling
Stockholders is herein called the "Firm Shares" and the aggregate of 105,000
additional shares to be sold by the Selling Stockholders is herein called the
"Optional Shares". The Firm Shares and the Optional Shares that the Underwriters
elect to purchase pursuant to Section 2 hereof are herein collectively called
the "Shares".
It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement, a copy of
which is attached hereto (the "U.S. Underwriting Agreement"), providing for the
sale by the Company and the Selling Stockholders of up to a total of 3,220,000
shares of Stock (the "U.S. Shares"), including the overallotment option
thereunder, through arrangements with certain underwriters in the United States
(the "U.S. Underwriters"), for whom Goldman, Sachs & Co., Donaldson, Lufkin &
Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CIBC Oppenheimer and Conning & Company are acting as
representatives. Anything herein or therein to the contrary notwithstanding, the
respective
<PAGE> 2
closings under this Agreement and the U.S. Underwriting Agreement are hereby
expressly made conditional on one another. The Underwriters hereunder and the
U.S. Underwriters are simultaneously entering into an Agreement between U.S. and
International Underwriting Syndicates (the "Agreement between Syndicates") which
provides, among other things, for the transfer of shares of Stock between the
two syndicates and for consultation by the Lead Managers hereunder with Goldman,
Sachs & Co. prior to exercising the rights of the Underwriters under Section 7
hereof. Two forms of prospectus are to be used in connection with the offering
and sale of shares of Stock contemplated by the foregoing, one relating to the
Shares hereunder and the other relating to the U.S. Shares. The latter form of
prospectus will be identical to the former except for certain substitute pages
as included in the registration statement and amendments thereto as mentioned
below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the
context may otherwise require, references hereinafter to the Shares shall
include all of the shares of Stock which may be sold pursuant to either this
Agreement or the U.S. Underwriting Agreement, and references herein to any
prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both the U.S. and the international versions
thereof.
In addition, this Agreement incorporates by reference certain
provisions from the U.S. Underwriting Agreement (including the related
definitions of terms, which are also used elsewhere herein) and, for purposes of
applying the same, references (whether in these precise words or their
equivalent) in the incorporated provisions to the "Underwriters" shall be to the
Underwriters hereunder, to the "Shares" shall be to the Shares hereunder as just
defined, to "this Agreement" (meaning therein the U.S. Underwriting Agreement)
shall be to this Agreement (except where this Agreement is already referred to
or as the context may otherwise require) and to the representatives of the
Underwriters or to Goldman, Sachs & Co. shall be to the addressees of this
Agreement and to Goldman Sachs International ("GSI"), and, in general, all such
provisions and defined terms shall be applied mutatis mutandis as if the
incorporated provisions were set forth in full herein having regard to their
context in this Agreement as opposed to the U.S. Underwriting Agreement.
Concurrently with the transactions contemplated by this Agreement and
the U.S. Underwriting Agreement, the Company and Life Re Capital Trust II, a
Delaware statutory business trust (the "Trust") are entering into an
underwriting agreement pursuant to which the Company proposes to offer 1,500,000
......% Adjustable Conversion-rate Equity Security Units, which in the aggregate
consist of (a) contracts to purchase up to 1,500,000 shares (1,725,000 shares if
the underwriters' overallotment option is exercised in full) of Stock on
........................, 2001 and (b) $ million of ......% Quarterly Income
Preferred Securities of the Trust maturing on ......................, 2003. Such
transactions are collectively referred to herein as the "Other Offering".
1. The Company and each of the several Selling Stockholders hereby make
to the Underwriters the same respective representations, warranties and
agreements as are set forth in Section 1 of the U.S. Underwriting Agreement,
which Section is incorporated herein by this reference.
<PAGE> 3
2. Subject to the terms and conditions herein set forth, (a) the
Company and each of the Selling Stockholders agree, severally and not jointly,
to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company and each of the Selling
Stockholders, at a purchase price per share of $............, the number of Firm
Shares (to be adjusted by you so as to eliminate fractional shares) determined
by multiplying the aggregate number of Firm Shares to be sold by the Company and
each of the Selling Stockholders as set forth opposite their respective names in
Schedule II hereto by a fraction, the numerator of which is the aggregate number
of Firm Shares to be purchased by such Underwriter as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is
the aggregate number of Firm Shares to be purchased by all of the Underwriters
from the Company and all the Selling Stockholders hereunder and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, each of the Selling Stockholders agrees,
severally and not jointly, to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from each of the
Selling Stockholders, at the purchase price per share set forth in clause (a) of
this Section 2, that portion of the number of Optional Shares as to which such
election shall have been exercised (to be adjusted by you so as to eliminate
fractional shares) determined by multiplying such number of Optional Shares by a
fraction the numerator of which is the maximum number of Optional Shares which
such Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.
The Selling Stockholders, as and to the extent indicated in Schedule II
hereto, hereby grant, severally and not jointly, to the Underwriters the right
to purchase at their election up to 105,000 Optional Shares, at the purchase
price per share set forth in the paragraph above, for the sole purpose of
covering overallotments in the sale of the Firm Shares. Any such election to
purchase Optional Shares shall be made in proportion to the maximum number of
Optional Shares to be sold by the Selling Stockholders in proportion to the
maximum number of Optional Shares to be sold by each Selling Stockholder as set
forth in Schedule II hereto. Any such election to purchase Optional Shares may
be exercised only by written notice from you to the [Attorneys-in-Fact], given
within a period of 30 calendar days after the date of this Agreement and setting
forth the aggregate number of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as determined by you but in no
event earlier than the First Time of Delivery (as defined in Section 4 hereof)
or, unless you and [the Attorneys-in-Fact] otherwise agree in writing, earlier
than two or later than ten business days after the date of such notice.
As compensation to the Underwriters for their commitments hereunder,
the Company and each of the Selling Stockholders at the Time of Delivery (as
defined in Section 4 hereof) will pay to GSI, for the accounts of the several
Underwriters, an amount equal to $............ per share for the Shares to be
delivered by the Company and the Selling Stockholders hereunder at the Time of
Delivery.
3. Upon the authorization by GSI of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set
<PAGE> 4
forth in the Prospectus and in the forms of Agreement among Underwriters
(International Version) and Selling Agreements, which have been previously
submitted to the Company by you. Each Underwriter hereby makes to and with the
Company and the Selling Stockholders the representations and agreements of such
Underwriter as a member of the selling group contained in Sections 3(d) and 3(e)
of the form of Selling Agreements.
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in
such names as Goldman, Sachs & Co. may request upon at least
forty-eight hours' prior notice to the Company and the Selling
Stockholders shall be delivered by or on behalf of the Company and the
Selling Stockholders to Goldman, Sachs & Co., through the facilities of
The Depository Trust Company ("DTC"), for the account of such
Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by certified or official bank check or checks,
payable to the order of, or by wire transfer to the account designated
by, the Company and [the Custodian] [each of the Selling
Stockholders][, as their interests may appear,] in immediately
available (same day) funds. The Company will cause the certificates
representing the Shares to be made available for checking and packaging
at least twenty-four hours prior to the Time of Delivery (as defined
below) with respect thereto at the office of DTC or its designated
custodian (the "Designated Office"). The time and date of such delivery
and payment shall be, with respect to the Firm Shares, 9:30 a.m., New
York City time, on ............., 1998 or on such other time and date
as Goldman, Sachs & Co. and the Company may agree upon in writing, and,
with respect to the Optional Shares, 9:30 a.m., New York City time, on
the date specified by Goldman, Sachs & Co. in the written notice given
by Goldman, Sachs & Co. of the Underwriters' election to purchase such
Optional Shares, or such other time and date as Goldman, Sachs & Co.
and the Selling Stockholders may agree upon in writing. Such time and
date for delivery of the Firm Shares is herein called the "First Time
of Delivery", such time and date for delivery of the Firm Optional
Shares, if not the First Time of Delivery, is herein called the "Second
Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery".
At each Time of Delivery, the Company and each at the Selling
Stockholders will pay, or cause to be paid, the commission payable at
such Time of Delivery to the Underwriters under Section 2 hereof by
certified or official bank check or checks, payable to the order of
Goldman, Sachs & Co. in New York Clearing House (next day) funds.
(b) The documents to be delivered at each Time of Delivery by
or on behalf of the parties hereto pursuant to Section 7 of the U.S.
Underwriting Agreement, including the cross-receipt for the Shares and
any additional documents requested by the Underwriters pursuant to
Section 7(m) of the U.S. Underwriting Agreement, will be delivered at
the offices of Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004 (the "Closing Location"), and the Shares will be delivered
at the Designated Office, all at each Time of Delivery. A meeting will
be held at the Closing Location at 2:00 p.m., New York City time, on
the New York Business Day
<PAGE> 5
next preceding each Time of Delivery, at which meeting the final drafts
of the documents to be delivered pursuant to the preceding sentence
will be available for review by the parties hereto. For the purposes of
this Section 4, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated
by law or executive order to close.
5. The Company hereby makes with the Underwriters the same agreements
as are set forth in Section 5 of the U.S. Underwriting Agreement, which Section
is incorporated herein by this reference.
6. The Company, each of the Selling Stockholders, and the Underwriters
hereby agree with respect to certain expenses on the same terms as are set forth
in Section 6 of the U.S. Underwriting Agreement, which Section is incorporated
herein by this reference.
7. Subject to the provisions of the Agreement between Syndicates, the
obligations of the Underwriters hereunder shall be subject, in their discretion,
at each Time of Delivery to the condition that all representations and
warranties and other statements of the Company and of the Selling Stockholders
herein are, at and as of such Time of Delivery, true and correct, the condition
that the Company and the Selling Stockholders shall have performed all of their
respective obligations hereunder theretofore to be performed, and additional
conditions identical to those set forth in Section 7 of the U.S. Underwriting
Agreement, which Section is incorporated herein by this reference.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through GSI expressly for use therein.
(b) Each of the Selling Stockholders, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material
<PAGE> 6
fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that such
Selling Stockholder shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through GSI expressly
for use therein; provided, further, that the liability of a Selling Stockholder
pursuant to this subsection (b) shall not exceed the product of the number of
Shares sold by such Selling Stockholder including any Optional Shares and the
initial public offering price of the Shares as set forth in the Prospectus.
(c) Each Underwriter will indemnify and hold harmless the Company and
each Selling Stockholder against any losses, claims, damages or liabilities to
which the Company or such Selling Stockholder may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through GSI expressly for use
therein; and will reimburse the Company and each Selling Stockholder for any
legal or other expenses reasonably incurred by the Company or such Selling
Stockholder in connection with investigating or defending any such action or
claim as such expenses are incurred.
(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election
<PAGE> 7
so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.
(e) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or, (b) or (c) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (d) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Selling Stockholders on the one hand
and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholders on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Shares purchased
under this Agreement (before deducting expenses) received by the Company and the
Selling Stockholders bear to the total underwriting discounts and commissions
received by the Underwriters with respect to the Shares purchased under this
Agreement, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Selling Stockholders on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, each of the Selling Stockholders and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this subsection (e)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (e). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e)
<PAGE> 8
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (e), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(e) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(f) The obligations of the Company and the Selling Stockholders under
this Section 8 shall be in addition to any liability which the Company and the
respective Selling Stockholders may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company and the Selling Stockholders shall be entitled to
a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the Company and
the Selling Stockholders that you have so arranged for the purchase of such
Shares, or the Company and the Selling Stockholders notify you that they have so
arranged for the purchase of such Shares, you or the Company and the Selling
Stockholders shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Shares.
(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all the Shares to be purchased at such Time of Delivery,
then the Company and the Selling Stockholders shall have the right to require
each non-defaulting Underwriter to purchase the number of Shares which such
Underwriter agreed to purchase hereunder at such Time
<PAGE> 9
of Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased exceeds one-eleventh of the
aggregate number of all the Shares to be purchased at such Time of Delivery, or
if the Company and the Selling Stockholders shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of the
Underwriters to purchase and of the Selling Stockholders to sell the Optional
Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company or the Selling Stockholders, except
for the expenses to be borne by the Company and the Selling Stockholders and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company or any of the Selling Stockholders, or any officer
or director or controlling person of the Company or any controlling person of
any Selling Stockholder and shall survive delivery of and payment for the
Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Company and the Selling Stockholders as provided herein, the Company will
reimburse the Underwriters through GSI for all out-of-pocket expenses approved
in writing by GSI, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the Company and the Selling
Stockholders shall then be under no further liability to any Underwriter in
respect of the Shares not so delivered except as provided in Sections 6 and 8
hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by GSI on your behalf; and in all dealings with any
Selling Stockholder hereunder, you and the Company shall be entitled to act and
rely upon any statement, request, notice or agreement on
<PAGE> 10
behalf of such Selling Stockholder made or given by any or all of the
Attorneys-in-Fact for such Selling Stockholder.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the Underwriters in care of GSI, Peterborough Court,
133 Fleet Street, London EC4A 2BB, England, Attention: Equity Capital Markets,
Telex No. 94012165, facsimile transmission No. (071) 774-1550; if to any Selling
Stockholder shall be delivered or sent by mail, telex or facsimile transmission
to counsel for such Selling Stockholder at its address set forth in Schedule II
hereto; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(d) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company or the Selling
Stockholders by GSI upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholders and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
14. Time shall be of the essence of this Agreement.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement among each of the Underwriters, the
Company and each of the Selling Stockholders. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is pursuant to
the authority set forth in a form of Agreement among Underwriters (International
Version), the form of which shall be furnished to the Company and the Selling
Stockholders for examination upon request, but without warranty on your part as
to the authority of the signers thereof.
<PAGE> 11
Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing
and binding Power of Attorney which authorizes such Attorney-in-Fact to take
such action.
Very truly yours,
Life Re Corporation
By: ...............................
Name:
Title:
Rodney A. Hawes, Jr.
Douglas M. Schair
Jacques E. Dubois
Samuel V. Filoromo
By: ...............................
Name:
Title:
As Attorney-in-Fact acting
on behalf of each of the
Selling Stockholders
named in Schedule II to
this Agreement.
Accepted as of the date hereof:
Goldman Sachs International
Donaldson, Lufkin & Jenrette International
Merrill Lynch International
Fox-Pitt, Kelton N.V.
By: Goldman Sachs International
By:..........................
(Attorney-in-fact)
On behalf of each of the Underwriters
<PAGE> 12
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF
OPTIONAL
TOTAL NUMBER SHARES TO BE
OF PURCHASED IF
FIRM SHARES MAXIMUM OPTION
TO BE EXERCISED
UNDERWRITER PURCHASED
----------- ---------
<S> <C> <C>
Goldman, Sachs International.................................
Donaldson, Lufkin & Jenrette International...................
Merrill Lynch International..................................
Fox-Pitt, Kelton N.V......................................... ------- -------
Total............................................... 700,000 105,000
======= =======
</TABLE>
<PAGE> 13
SCHEDULE II
<TABLE>
<CAPTION>
NUMBER OF
OPTIONAL
TOTAL NUMBER SHARES TO BE
OF SOLD IF
FIRM SHARES MAXIMUM OPTION
TO BE SOLD EXERCISED
---------- ---------
<S> <C> <C>
The Company.................................................. --
The Selling Stockholders:
Rodney A. Hawes, Jr.(a)...................................
Douglas M. Schair(b)......................................
Jacques E. Dubois(c)......................................
Samuel V. Filoromo(d)..................................... -
------- -------
Total 700,000 105,000
======= =======
</TABLE>
(a) This Selling Stockholder is represented by [Name and Address of
Counsel] and has appointed [Names of Attorneys-in-Fact (not less than two)], and
each of them, as the Attorneys-in-Fact for such Selling Stockholder.
(b) This Selling Stockholder is represented by [Name and Address of
Counsel] and has appointed [Names of Attorneys-in-Fact (not less than two)], and
each of them, as the Attorneys-in-Fact for such Selling Stockholder.
(c) This Selling Stockholder is represented by [Name and Address of
Counsel] and has appointed [Names of Attorneys-in-Fact (not less than two)], and
each of them, as the Attorneys-in-Fact for such Selling Stockholder.
(d) This Selling Stockholder is represented by [Name and Address of
Counsel] and has appointed [Names of Attorneys-in-Fact (not less than two)], and
each of them, as the Attorneys-in-Fact for such Selling Stockholder.
<PAGE> 1
Exhibit 5.1
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
March 9, 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,
by the Company of a Registration Statement on Form S-3 (Registration No.
333-46205) (as amended, the "Registration Statement") with respect to (i) the
proposed public offering of 3,300,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), by the Company (the "Firm Shares"),
and (ii) the proposed public offering of 725,000 shares of Common Stock by
certain stockholders of the Company (the "Selling Stockholders"), including
525,000 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"). 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
<PAGE> 2
Life Re Corporation
March 9, 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 part of 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
<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. 333-46205) of Life Re Corporation for the registration
of 4,025,000 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
<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. 333-46205) and related Prospectus of
Life Re Corporation for the registration of 4,025,000 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
