<PAGE> 1
As filed with the Securities and Exchange Commission on November 7, 1996
Registration No. 33-61564
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3172455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022
(Address of Principal Executive Offices)
TIG HOLDINGS, INC.
1993 LONG-TERM INCENTIVE PLAN
TIG HOLDINGS, INC.
1996 LONG-TERM INCENTIVE PLAN
TIG HOLDINGS, INC.
1996 NON-EMPLOYEE DIRECTORS
COMPENSATION PROGRAM
TIG HOLDINGS, INC.
SEPTEMBER 1996 CONSULTANT STOCK OPTION AGREEMENT
PETER M. ACTON
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022
(Name and address of agent for service)
(212) 446-2700
(Telephone number, including area code,
of agent for service)
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NOTE
The purpose of this Post-Effective Amendment No. 1 is to provide that
shares registered hereunder will be available for issuance pursuant to the TIG
Holdings, Inc. 1996 Long-Term Incentive Plan, TIG Holdings, Inc. 1996
Non-Employee Directors Compensation Program and the TIG Holdings, Inc. November
1996 Consultant Stock Option Agreement, as well as pursuant to the 1993
Long-Term Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C> <C>
5 Opinion of Peter M. Acton, General Counsel of the
Registrant, regarding legality of securities being
registered (including consent).
23.1 Consent of Peter M. Acton (included as part of
Exhibit 5)
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 7th day of
November, 1996.
TIG HOLDINGS, INC.
By: /s/ Jon W. Rotenstreich
-------------------------------------
Name: Jon W. Rotenstreich
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on November 7,
1996 in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
* Chairman of the Board and Chief Executive November 7, 1996
- ------------------------------ Officer and Director (Principal Executive Officer)
Jon W. Rotenstreich
*
- ------------------------------
Don D. Hutson President, Chief Operating Officer and Director November 7, 1996
* Executive Vice President and Chief Financial November 7, 1996
- ------------------------------ Officer (Principal Financial Officer)
Edwin G. Pickett
*
- ------------------------------
Steven A. Cook Controller (Principal Accounting Officer) November 7, 1996
*
- ------------------------------
George B. Beitzel Director November 7, 1996
*
- ------------------------------
William G. Clark Director November 7, 1996
*
- ------------------------------
Joel S. Ehrenkranz Director November 7, 1996
*
- ------------------------------
George D. Gould Director November 7, 1996
*
- ------------------------------
William W. Priest, Jr. Director November 7, 1996
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<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
*
- ------------------------------
Harold Tanner Director November 7, 1996
* By Power of Attorney
/s/ Louis J. Paglia November 7, 1996
-------------------------------------------
Louis J. Paglia
Attorney-in-Fact
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<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page No.
- -------------- ----------- --------
<S> <C> <C>
5 Opinion of Peter M. Acton, General
Counsel to the Registrant, regarding legality of
securities being registered (including consent).
23.1 Consent of Peter M. Acton (included as part of Exhibit 5)
23.2 Consent of Independent Auditors.
24 Power of Attorney.
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Exhibit 5
November 7, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington, D.C. 20549
RE: Post-Effective Amendment No. 1 to Registration Statement
on Form S-8 (Registration No. 33-61564)
Ladies and Gentlemen:
I am the General Counsel of TIG Holdings, Inc., a Delaware corporation
(the "Company"). This opinion is provided in connection with the preparation and
filing of a Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(Registration No. 33-61564) (the "Post- Effective Amendment No. 1") with the
Securities and Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 15,000,000 shares (the "Shares") of common stock, par value $.01
per share, to be issued pursuant to the Company's 1996 Long-Term Incentive Plan,
the Company's 1996 Non- Employee Directors Compensation Program and the TIG
Holdings, Inc. September 1996 Consultant Stock Option Agreement (collectively,
the "New Plans").
As such counsel and in connection with the registration of the shares,
I have reviewed or caused to be reviewed copies of the original registration
statement on Form S-8, Registration No. 33-61564 (the Registration Statement"),
Post-Effective Amendment No. 1, the New Plans, the Company's Certificate of
Incorporation, as amended and restated, the Company's By-Laws and such
documents and records as I have deemed necessary to enable me to express the
opinions hereinafter set forth. In such review, I have assumed the genuineness
of all signatures of all persons signing the Registration Statement and the
Post-Effective Amendment No. 1, the authenticity of all documents submitted to
me as originals and the conformity to authentic original documents of all
documents submitted to me as certified, conformed or photostat copies.
Based upon the foregoing, and further subject to the penultimate
paragraph of this letter, I am of the opinion that the shares covered by the
Registration Statement, following the issuance of such shares and the payment
therefor, in each case, in accordance with the terms stated in each of the New
Plans, will be validly issued, fully paid and non-assessable.
I am a member of the bar of the State of New York, and I do not express
any opinion herein concerning any laws other than the federal law of the United
States and the General Corporation Law of the State of Delaware.
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I hereby consent to the use of this opinion as an exhibit to
Post-Effective Amendment No. 1.
Very truly yours,
/s/ Peter M. Acton
------------------
Peter M. Acton
General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Registration Statement on Form S-8 (No. 33-61564)
pertaining to the TIG Holdings, Inc. 1993 Long-Term Incentive Plan, the TIG
Holdings, Inc. 1996 Long-Term Incentive Plan, the TIG Holdings, Inc. 1996
Non-Employee Directors Compensation Program and the TIG Holdings, Inc. September
1996 Consultant Stock Option Agreement of our report dated February 2, 1996,
except for Note P, as to which the date is February 22, 1996, with respect to
the consolidated financial statements and schedules of TIG Holdings, Inc.,
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
October 31, 1996
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Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jon W. Rotenstreich, Don D.
Hutson and Louis J. Paglia his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
such person's name, place and stead in any and all capacities, to sign
Post-Effective Amendment No. 1 to the registration statement on Form S-8, File
No. 33-61564 (the "Registration Statement"), with respect to the registration
under the Securities Act of 1933, as amended, of an aggregate of 15,000,000
shares of common stock, par value $.01 per share of TIG Holdings, Inc. (the
"Corporation"), to be issued pursuant to the Corporation's 1993 Long-Term
Incentive Plan, the Corporation's 1996 Long-Term Incentive Plan, the
Corporation's 1996 Non-Employee Directors Compensation Program and the
Corporation's September 1996 Consultant Stock Option Agreement, and any or all
amendment(s) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: September 19, 1996
<TABLE>
<CAPTION>
<S> <C>
/s/ Chairman of the Board, Chief Executive Officer
- ----------------------------- and Director (Principal Executive Officer)
Jon W. Rotenstreich
/s/ President, Chief Operating Officer
- ----------------------------- and Director
Don D. Hutson
s/ Executive Vice-President and Chief
- ----------------------------- Financial Officer (Principal Financial Officer)
Edwin G. Pickett
/s/ Controller (Principal Accounting Officer)
- -----------------------------
Steven A. Cook
/s/
- -----------------------------
George B. Beitzel Director
/s/
- -----------------------------
William G. Clark Director
/s/
- -----------------------------
Joel S. Ehrenkranz Director
/s/
- -----------------------------
George D. Gould Director
/s/
- -----------------------------
William W. Priest, Jr. Director
/s/
- -----------------------------
Harold Tanner Director
</TABLE>
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