<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
65 EAST 55TH STREET, 28TH FLOOR
NEW YORK, NY 10022
(Address of principal executive offices) (zip code)
TIG HOLDINGS, INC.
DIVERSIFIED SAVINGS RESTORATION PLAN
(full title of the plan)
PETER M. ACTON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TIG HOLDINGS, INC.
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)
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to to be price pe offering registration
be Registered Registered unit price fee
- ------------- ---------- ---- ----- ---
<S> <C> <C> <C> <C>
Plan
Obligations(1) $3,000,000 100% $3,000,000 $910.00
</TABLE>
<PAGE> 2
Represents unsecured obligations of TIG Holdings, Inc. to pay deferred
compensation to participants in the TIG Holdings, Inc. Diversified
Savings Restoration Plan.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The following documents are incorporated herein by reference:
(a) Annual Report on Form 10-K of TIG Holdings, Inc. (the "Registrant") for
the year ended December 31, 1995;
(b) The Quarterly Reports on Form 10-Q of the Registrant for the quarters
ended March 31, June 30 and September 30, 1996, and the amendment on
Form 10-Q/A of the Form 10-Q for the quarter ended September 30, 1996;
and
(c) All other reports filed by the Registrant pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1995.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or 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 Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document that is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 4. Description Of Securities
The securities registered hereby are being issued under the TIG
Holdings, Inc. Diversified Savings Restoration Plan (the "Plan") and represent
unsecured obligations of the Registrant to pay to participants in the Plan in
cash deferred compensation in amount equal to the value of their accumulated
account balances under the Plan. The value of each participant's account balance
is determined by a combination of (i) the amount of voluntary deferrals by the
participant of salary and bonus payments under the Plan, (ii) the amount of the
matching contribution made by the Registrant under the Plan , and (iii) the
investment performance of the financial indices in which the account balance is
deemed invested in accordance with the Plan.
<PAGE> 4
In accordance with the Plan, the distribution of account balances is
made to participants following the termination of their employment in cash, at
the election of the participant, either in a lump sum or in installments over a
ten-year period. Except as required by a qualified domestic relations order, the
right of a participant to payments under the Plan may not be sold, assigned,
transferred, pledged or otherwise encumbered.
Account balances are not segregated from the assets of the Registrant.
The right of each participant to receive payments is that of a general,
unsecured creditor of the Registrant, and ranks pari passu with all other
unsecured and unsubordinated indebtedness of the Registrant from time to time
outstanding.
Account balances are not convertible into any other security of the
Registrant. The plan obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the rights of participants under the Plan.
Item 5. Interests Of Named Experts And Counsel
Not Applicable.
Item 6. Indemnification Of Directors And Officers
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Amended and Restated Certificate of Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of DGCL which provides that a
corporation may indemnify any persons, including directors and
<PAGE> 5
officers, who are, or are threatened to be made, parties 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 a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, 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 interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred. The
Registrant's bylaws, as amended, requires indemnification of directors and
officers of the Registrant as permitted by the DGCL.
The Registrant may maintain liability insurance to protect each
director and officer of the Registrant or another entity against any expense,
liability or loss, whether or not the Registrant would have the power to
indemnify such persons against such expense, to indemnify such person against
such expense, liability or loss under the DGCL.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
5.1 Opinion of Peter M. Acton, Senior Vice President and General Counsel of
the Registrant, as to the legality of the securities being registered.
<PAGE> 6
23.1 Consent of Peter M. Acton, Senior Vice President and General Counsel of
the Registrant (filed as part of Exhibit 5.1 hereof).
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney of Directors and Officers of the Registrant.
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
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; and
<PAGE> 7
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) 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 Exchange Act that is incorporated by reference in the
Registration Statement 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.
(3) 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 foregoing provisions, 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification 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 Act
and will be governed by the final adjudication of such issue.
<PAGE> 8
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 19 day of
December, 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 December 19,
1996 in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ Jon W. Rotenstreich Chairman of the Board and Chief Executive December 19, 1996
- ---------------------------- Officer and Director (Principal Executive Officer)
Jon W. Rotenstreich
*
- ----------------------------
Don D. Hutson President, Chief Operating Officer and Director December 19, 1996
*
- ----------------------------
Edwin G. Pickett Executive Vice President and Chief Financial December 19, 1996
Officer (Principal Financial Officer)
*
- ----------------------------
Steven A. Cook Controller (Principal Accounting Officer) December 19, 1996
*
- --------------------------
George B. Beitzel Director December 19, 1996
*
- ----------------------------
William G. Clark Director December 19, 1996
*
- ----------------------------
Joel S. Ehrenkranz Director December 19, 1996
*
- ----------------------------
George D. Gould Director December 19, 1996
*
- ----------------------------
William W. Priest, Jr. Director December 19, 1996
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
*
- ----------------------------
Ann W. Richards Director December 19, 1996
*
- ----------------------------
Harold Tanner Director December 19, 1996
</TABLE>
* By Power of Attorney
/s/ Louis J. Paglia December 19, 1996
-------------------
Louis J. Paglia
Attorney-in-Fact
<PAGE> 10
EXHIBIT INDEX
EXHIBIT NO.
- ----------
5.1 Opinion of Peter M. Acton, Senior Vice President and General
Counsel of the Registrant, as to the legality of the
securities being registered.
23.1 Consent of Peter M. Acton, Senior Vice President and General
Counsel of the Registrant (filed as part of Exhibit 5.1
hereof).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney of Directors and Officers of the Registrant.
<PAGE> 1
Exhibit 5.1
December 19, 1996
TIG Holdings, Inc.
65 East 55th Street
New York, New York 10022
RE: Registration Statement on Form S-8
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 Registration
Statement on Form S-8 being filed by TIG Holdings, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), on or about December 19, 1996,
relating to the TIG Holdings, Inc. Diversified Savings Restoration Plan (the
"Plan").
As such counsel and in connection with certain matters relating to the
Plan, I have reviewed or caused to be reviewed, copies of
the Registration Statement, the Plan, the
Company's Certificate of Incorporation, as amended and restated, the Company's
By-Laws and such documents and records and considered such matters of law 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, 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 following last
paragraph of this letter, I am of the opinion that the Plan has been duly
approved by all requisite corporate action and that the unsecured obligations of
the Company to pay deferred compensation to the participants in the Plan will be
valid, binding and enforceable obligations of the Company.
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.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
<PAGE> 2
This opinion is furnished solely in connection with the aforementioned
Registration Statement and is not to be used, circulated, quoted from or
otherwise referred to for any other purpose.
Very truly yours,
/s/ Peter M. Acton
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the TIG Holdings, Inc. Diversified Savings Restoration
Plan and in the related Prospectus 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
December 13, 1996
<PAGE> 1
Exhibit 24.1
POWER 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, Louis J. Paglia and Peter M. Acton his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in any and all
capacities, to sign a registration statement on Form S-8 (the "Registration
Statement"), with respect to the registration under the Securities Act of 1933,
as amended, of unsecured obligation of TIG Holdings, Inc. (the "Registrant") to
pay deferred compensation in the aggregate principal amount $3,000,000 to
participants in the Registrant's Diversified Savings Restoration Plan, and any
or all amendments 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 and, if required, any state securities
commission or administrator, 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 or she 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: December 19, 1996
/S/ JON W. ROTENSTREICH /s/ DON D. HUTSON
- ------------------------ ------------------------------
Name: JON W. ROTENSTREICH Name: DON D. HUTSON
Title: Director, Chairman of the Board Title: Director, President
and Chief Executive Officer and Chief Operating
(Principal Executive Officer) Officer
/s/ EDWIN G. PICKETT
- ----------------------- /s/ STEVEN A. COOK
Name: EDWIN G. PICKETT -----------------------
Title: Executive Vice President and Name: STEVEN A. COOK
Chief Financial Officer Title: Controller (Principal
(Principal Financial Officer) Accounting Officer)
/s/ GEORGE B. BEITZEL
- ------------------------ /s/ WILLIAM G. CLARK
Name: GEORGE B. BEITZEL ----------------------------
Title: Director Name: WILLIAM G. CLARK
Title: Director
/s/ JOEL S. EHRENKRANZ
- -------------------------
Name: JOEL S. EHRENKRANZ /s/ GEORGE D. GOULD
Title: Director ---------------------------
Name: GEORGE D. GOULD
Title: Director
/s/ WILLIAM W. PRIEST
- ------------------------ /s/ ANN W. RICHARDS
Name: WILLIAM W. PRIEST -----------------------------
Title: Director Name: ANN W. RICHARDS
Title: Director
/s/ HAROLD TANNER
- ------------------------
Name: HAROLD TANNER
Title: Director
