<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1996
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zurich Reinsurance Centre Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3703575
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Chase Manhattan Plaza -- 43rd Floor
New York, New York 10005
(212) 898-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Zurich Reinsurance Centre Holdings, Inc.
1995 Stock Option Plan
(Full title of the plan)
Mark R. Sarlitto
Senior Vice President, General Counsel and Secretary
Zurich Reinsurance Centre Holdings, Inc.
One Chase Manhattan Plaza - 43rd Floor
New York, New York 10005
(212) 898-5000
(Name, address, including zip code and telephone number
including area code, of agent for service)
with copies to:
Michael G. Marks, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered(1) Registered(1) Offering Price Aggregate Offering Registration
--------------------------------- ------------- per Share (2) Price (2) Fee
---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value . . . . 1,844,000 $32 $59,008,000 $20,348
</TABLE>
(1) Represents the shares of Common Stock issuable pursuant to the Zurich
Reinsurance Centre Holdings, Inc. 1995 Stock Option Plan (the "Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement on Form S-8
(the "Registration Statement") also covers an indeterminate amount of
interests to be offered or sold pursuant to the plan.
(2) Calculated pursuant to Rule 457(c) and (h) on the basis of the average of
the high and low prices of the Common Stock as reported on the New York
Stock Exchange on May 23, 1996.
===============================================================================
<PAGE>
PART I
INFORMATION NOT REQUIRED IN THE
REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Zurich Reinsurance Centre Holdings, Inc., a
Delaware corporation (the "Company") are incorporated by reference into the
Registration Statement: (a) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (b) the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996; and (c) the description
of the Company's Common Stock contained in the Company's Registration
Statement on Form 8-A, filed on April 15, 1993, as amended by Form 8-A/A,
filed on May 7, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this Registration Statement and prior to the termination of this
offering of securities shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents. 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 Registration Statement 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 Registration
Statement.
Any statement contained herein or in a document incorporated or deemed
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 subsequently filed document that 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 Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
A member of the firm of Willkie Farr & Gallagher, counsel to the
Company, beneficially owns 3,000 shares of Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed 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. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by
<PAGE>
such person in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. A corporation may, in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertake to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaw, agreement, vote or otherwise.
The Company's certificate of incorporation (the "Certificate of
Incorporation") provides that a director of the Company will not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, which concerns unlawful payments of dividends, stock purchases or
redemption, or (iv) for any transaction from which the director derived an
improper personal benefit.
While the Certificate of Incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of care,
it does not eliminate such duty. Accordingly, the Certificate of Incorporation
will have no effect on the availability of equitable remedies such as an
injunction or rescission based on a director's breach of his or her duty of
care. The provisions of the Certificate of Incorporation described above apply
to an officer of the Company only if he or she is a director of the Company and
is acting in his or her capacity as director, and do not apply to officers of
the Company who are not directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit Number Description of Document
5 Opinion of Willkie Farr & Gallagher
23.1 Consent of Ernst & Young LLP
23.2 Acknowledgment Letter of Ernst & Young LLP
23.3 Consent of Willkie Farr & Gallagher (included in
their opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included on the signature page
hereto)
28.1 Zurich Reinsurance Centre, Inc.'s 1995 Annual
Statement Schedule P - Analysis of Losses and
Loss Experience (1)
28.2 ZC Insurance Company 1995 Annual Statement
Schedule P - Analysis of Losses and Loss
Experience (1)
- ----------------------
(1) Incorporated by reference to Exhibit 28 to the Company's Annual Report
on Form 10-K (Commission File Number 1-11868) for the year ended
December 31, 1995.
<PAGE>
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) 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.
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(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)(i) and (1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by such registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registration statement pursuant to the foregoing provision, 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 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 May 28, 1996.
Zurich Reinsurance Centre Holdings, Inc.
By: /s/ Steven M. Gluckstern
Name: Steven M. Gluckstern
Title: Chairman of the Board of
Directors and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, the administrative
committee of the Plan 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 the 28th day of May, 1996.
Zurich Reinsurance Centre Holdings, Inc.
1995 Stock Option Plan
By: /s/ Michael D. Palm
A member of the Compensation
Committee administering the Plan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven M. Gluckstern, Peter R. Porrino
and Mark R. Sarlitto and each of them, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, an any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Steven M. Gluckstern Chairman of the Board May 28, 1996
Steven M. Gluckstern of Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Peter R. Porrino Senior Vice President, May 28, 1996
Peter R. Porrino Chief Financial Officer
and Treasurer
(Principal Accounting
Officer)
/s/ Richard E. Smith Director and President May 28, 1996
Richard E. Smith
__________________________________ Vice Chairman of the
Detlef Steiner Board of Directors
__________________________________ Director
William H. Bolinder
/s/ Philip Caldwell Director May 28, 1996
Philip Caldwell
/s/ Laurence W.Cheng Director May 28, 1996
Laurence W. Cheng
/s/ Judith Richards Hope Director May 28, 1996
Judith Richards Hope
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Rolf Hueppi Director May 28, 1996
Rolf Hueppi
/s/ Robert T. Marto Director May 28, 1996
Robert T. Marto
/s/ Michael D. Palm Director May 28, 1996
Michael D. Palm
__________________________________ Director
George G.C. Parker
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Willkie Farr & Gallagher
23.1 Consent of Ernst & Young LLP
23.2 Acknowledgment Letter of Ernst & Young LLP
23.2 Consent of Willkie Farr & Gallagher (included in their opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included on the signature page hereto)
<PAGE>
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
May 28, 1996
Zurich Reinsurance Centre Holdings, Inc.
One Chase Manhattan Plaza
New York, New York 10005
Ladies and Gentlemen:
We have acted as counsel to Zurich Reinsurance Centre Holdings, Inc. (the
"Company"), a corporation organized under the laws of the State of Delaware,
with respect to the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on May 28, 1996, in connection with the registration under
the Securities Act of 1933, as amended, by the Company of an aggregate of
1,844,000 shares of Common Stock, par value of $0.01 per share (the "Common
Stock"), to be sold in accordance with the terms of the Zurich Reinsurance
Centre Holdings, Inc. 1995 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified
to our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we are of the opinion that the newly issued shares of
Common Stock to be sold by the Company pursuant to the Plan have been duly and
validly authorized for issuance and, when issued and paid for in accordance
with the terms of the Plan for consideration in excess of $0.01 per share,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Zurich Reinsurance Centre Holdings, Inc. 1995 Stock
Option Plan of our reports dated February 12, 1996, with respect to the
consolidated financial statements of Zurich Reinsurance Centre Holdings, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Stamford, Connecticut
May 23, 1996
<PAGE>
Exhibit 23.2
Acknowledgment Letter
Board of Directors and Shareholders
Zurich Reinsurance Centre Holdings, Inc.
We are aware of the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Zurich Reinsurance Centre Holdings, Inc. 1995
Stock Option Plan of our report dated May 8, 1996 relating to the unaudited
consolidated interim financial statements of Zurich Reinsurance Centre
Holdings, Inc. that are included in its Form 10-Q for the quarter ended March
31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 of 11 of the Securities Act of 1933.
/s/ ERNST & YOUNG LLP
Stamford, Connecticut
May 23, 1996
