<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ZURICH REINSURANCE CENTRE HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
989822101
-----------------------
(CUSIP Number)
Steven D. Germain, Secretary
Zurich Centre Investments Limited
Cumberland House
One Victoria Street
P.O. Box HM 1788
Hamilton, HM HX Bermuda
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
- with copies to -
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
January 10, 1997
-----------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 23
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- ---------------------------------------------------- --------------------
CUSIP No. 989822101 Page 2 of 23 Pages
- ---------------------------------------------------- --------------------
- ---- --------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zurich Centre Investments Limited
- ---- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---- --------------------------------------------------------------------------
3 SEC USE ONLY
- ---- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- -------------- -------- -------------------------------------------------------
7 SOLE VOTING POWER
16,217,572 (see Item 5)
-------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None (see Item 5)
OWNED BY
EACH
REPORTING
PERSON WITH
--------- ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,217,572 (see Item 5)
--------- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None (see Item 5)
- ---- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
16,217,572 (see Item 5)
- ---- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.9%
- ---- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 23
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- ---------------------------------------------------- --------------------
CUSIP No. 989822101 Page 3 of 23 Pages
- ---------------------------------------------------- --------------------
- ---- --------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zurich Insurance Company
- ---- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---- --------------------------------------------------------------------------
3 SEC USE ONLY
- ---- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- -------------- -------- -------------------------------------------------------
7 SOLE VOTING POWER
17,217,572 (see Item 5)
-------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None (see Item 5)
OWNED BY
EACH
REPORTING
PERSON WITH
--------- ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
17,217,572 (see Item 5)
--------- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None (see Item 5)
- ---- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
17,217,572 (see Item 5)
- ---- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.7%
- ---- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC, HC
- ---- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 23
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- ---------------------------------------------------- --------------------
CUSIP No. 989822101 Page 4 of 23 Pages
- ---------------------------------------------------- --------------------
- ---- --------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zurich International (Bermuda) Ltd.
- ---- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---- --------------------------------------------------------------------------
3 SEC USE ONLY
- ---- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ---- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- -------------- -------- -------------------------------------------------------
7 SOLE VOTING POWER
350,000 (see Item 5)
-------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None (see Item 5)
OWNED BY
EACH
REPORTING
PERSON WITH
--------- ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
350,000 (see Item 5)
--------- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None (see Item 5)
- ---- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
350,000 (see Item 5)
- ---- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- ---- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 23
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Item 1. Security and Issuer.
This statement amends and restates in its entirety the information set
forth in the Schedule 13D dated March 31, 1994, as amended by Amendment No. 1
thereto dated January 23, 1996 (as amended, the "Schedule 13D"), filed on behalf
of Zurich Centre Investments Limited, Zurich International (Bermuda) Ltd. and
Zurich Insurance Company (collectively, the "Reporting Persons") and constitutes
Amendment No. 2 to the Schedule 13D.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of Zurich Reinsurance Centre Holdings, Inc.
(the "Company"), a Delaware corporation, whose principal executive offices are
located at One Chase Manhattan Plaza, 43rd Floor, New York, New York 10005.
Item 2. Identity and Background.
This statement on Schedule 13D is filed by and on behalf of:
Zurich Centre Investments Limited, a corporation organized under the
laws of Bermuda ("Zurich Centre"), in connection with its participation in the
reorganization of certain of the Zurich Insurance Company group of companies
described more fully in Item 4 below.
Zurich Centre is a holding company which does not conduct any business
of its own. Zurich Centre's principal place of business and principal executive
offices are located at Cumberland House, One Victoria Street, P.O. Box HM 1788,
Hamilton, HM HX, Bermuda.
Page 5 of 23
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Zurich Insurance Company ("Zurich"), a Swiss insurance and
reinsurance holding company which is also engaged in insurance, reinsurance
and asset management operations, owns approximately 65% of the outstanding
common stock of Zurich Centre. Zurich International (Bermuda) Ltd.
("International"), a Bermuda insurance and reinsurance holding company engaged
in insurance and reinsurance operations and an indirect wholly owned
subsidiary of Zurich, owns approximately 35% of the outstanding common stock
of Zurich Centre. Zurich's principal place of business and principal executive
offices are located at 2 Mythenquai, CH-8002 Zurich, Switzerland.
International's principal place of business and principal executive offices are
located at Cumberland House, One Victoria Street, P.O. Box HM 1788, Hamilton,
HM HX, Bermuda.
During the last five years, neither Zurich Centre, Zurich nor
International has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
The name, business address, citizenship, present principal occupation
or employment, and the name and address of any corporation or other organization
in which such employment is conducted of (i) each of the executive officers and
directors of
Page 6 of 23
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Zurich Centre, (ii) each of the executive officers and directors of Zurich and
(iii) each of the executive officers and directors of International are set
forth in Appendix A attached hereto and incorporated herein by reference.
During the last five years, to the knowledge of Zurich, International
and Zurich Centre, no person identified on Appendix A has been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) nor
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
15,175,000 shares of Common Stock were acquired by Zurich Centre in a
reorganization of certain of the Zurich Insurance Company's group of companies
described more fully in Item 4.
2,042,572 shares of Common Stock were acquired on January 17, 1996 by
Zurich Centre (the "Centre Acquired Shares") in a privately negotiated
transaction for $30.50 per share. The source of funds for the purchase of the
Centre Acquired Shares was available cash.
Page 7 of 23
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On December 4, 1996, Zurich Centre distributed as a dividend 650,000
shares of the Common Stock to Zurich and 350,000 shares of the Common Stock to
International.
Item 4. Purpose of Transaction.
In the reorganization of certain of the Zurich Insurance Company group
of companies on March 31, 1994, Centre Reinsurance (Bermuda) Limited, a Bermuda
corporation and a wholly-owned subsidiary of Centre Reinsurance Holdings Limited
("Centre Holdings"), a Bermuda corporation, distributed all of its 13,049,000
shares of the Common Stock of the Company to Centre Holdings. After such
distribution, Centre Holdings distributed all of its combined 15,175,000 shares
of the Common Stock of the Company to Zurich Centre (the "Reorganization
Shares").
Pursuant to a subscription and stockholder's agreement, dated as of
March 8, 1993 (the "Stockholders' Agreement"), Zurich Centre was restricted from
selling the shares of Common Stock for a period of two years from May 18, 1993
without the prior written consent of a majority of the independent directors of
the Company and a majority of the entire board of directors of the Company.
Under such agreement, Zurich Centre has certain registration rights with regard
to the Common Stock.
On January 17, 1996 Zurich Centre acquired the Centre Acquired Shares
in a privately negotiated transaction for $30.50 per share. On December 4, 1996,
Zurich Centre distributed as a
Page 8 of 23
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dividend 650,000 shares of the Common Stock to Zurich and 350,000 shares of the
Common Stock to International.
The purpose of the acquisition of the Centre Acquired Shares and the
Reorganization Shares in the foregoing transactions was for investment.
On January 10, 1997, Zurich delivered a letter to the Board of
Directors of the Company pursuant to which Zurich made a proposal to acquire
(the "Proposed Transaction") all of the outstanding shares of the Common Stock
not currently owned by the Zurich Insurance Company group of companies at a cash
per share price of $36.00 (the "Offer Letter"). Consummation of the Proposed
Transaction would be subject to approval of the Board of Directors and
stockholders of the Company, as well as other customary conditions, including
receipt of all necessary regulatory approvals. Zurich anticipates that upon
completion of the Proposed Transaction, it will seek to cause the Common Stock
to be delisted from trading on the New York Stock Exchange and to cause
deregistration of the Common Stock with the Securities and Exchange Commission.
In addition, Zurich intends, subject to certain conditions, including receipt of
all necessary regulatory approvals, to merge the operations of Zurich
Reinsurance Centre Inc. and Centre Reinsurance Company of New York upon or
following the consummation of the Proposed Transaction. In the Offer Letter,
Zurich reserved the right to amend or withdraw the proposal made in the Offer
Letter in its discretion at any time.
Page 9 of 23
<PAGE>
Except as set forth herein, neither Zurich, International, Zurich
Centre nor, to the best knowledge of Zurich, International and Zurich Centre,
any person listed in Appendix A, has any plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company, (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, by-laws or instruments corresponding thereto
or other actions that may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
Page 10 of 23
<PAGE>
Each of Zurich, International and Zurich Centre may, at any time,
review or reconsider its position with respect to the Company and formulate
plans or proposals with respect to any of such matters, but has no present
intention of doing so. In addition, Zurich, International and Zurich Centre,
directly or indirectly, may make further purchases of Common Stock from time to
time.
Item 5. Interest in Securities of the Issuer.
(a) and (b) On the date of this statement:
Zurich Centre may be deemed to beneficially own 16,217,572 shares of
the Common Stock representing approximately 61.9% of the outstanding shares of
Common Stock.
Zurich Centre owns of record 16,217,572 shares of the Common Stock.
Zurich Centre has the sole power to vote or direct the vote and has sole power
to dispose or direct the disposition of 16,217,572 shares of the Common Stock.
International may be deemed to beneficially own 350,000 shares of the
Common Stock representing approximately 1.3% of the outstanding shares of Common
Stock. International owns of record 350,000 shares of the Common Stock.
International has the sole power to vote or direct the vote and has the sole
power to dispose or direct the disposition of 350,000 shares of the Common
Stock.
Page 11 of 23
<PAGE>
Zurich owns of record 650,000 shares of the Common Stock and may be
deemed to beneficially own such shares and, as the person ultimately in control
of Zurich Centre and International, the shares of Common Stock beneficially
owned by Zurich Centre and International. Accordingly, Zurich may be deemed to
beneficially own 17,217,572 shares of the Common Stock representing
approximately 65.7% of the outstanding shares of Common Stock. Zurich has the
power to vote or direct the vote and has the power to dispose or direct the
disposition of 17,217,572 shares of the Common Stock.
(c) The response to Item 4 is incorporated herein by reference.
(d) To the knowledge of each of Zurich Centre and Zurich, no person
other than each respective record owner referred to herein of the shares of the
Common Stock has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of such shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as set forth in this statement, neither Zurich, Zurich
Centre, International nor, to the best knowledge of Zurich, International and
Zurich Centre, any person identified in Appendix A hereto, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with each
other or with any other person with respect to any securities of
Page 12 of 23
<PAGE>
the Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Appendix A: Executive Officers and Directors of Zurich Centre, Zurich and
International.
Exhibit A: Subscription and Stockholders' Agreement, dated as of March 8,
1993, by and among the Company, Centre Holdings, Fund American
Enterprises Holdings, Inc., John J. Byrne and Steven M. Gluckstern
and Amendment No. 1 thereto, dated as of November 2, 1993.
Exhibit B: Acknowledgement and Undertaking, dated March 31, 1994, by Centre
Holdings and Zurich Centre regarding the Stockholders' Agreement.
Exhibit C: Letter, dated January 10, 1997, addressed to the Board of Directors
of the Company from Zurich Insurance Company.
Exhibit D: Joint Filing Agreement, dated January 13, 1997, by and between
Zurich Insurance Company, Zurich International (Bermuda) Ltd. and
Zurich Centre Investments Limited.
Page 13 of 23
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 13, 1997 ZURICH CENTRE INVESTMENTS
LIMITED
By: /s/ Thomas Gleeson
Name: Thomas Gleeson
Title: Vice President
Dated: January 13, 1997 ZURICH INSURANCE COMPANY
By: /s/ M. Landolt
Name: M. Landolt
Title: Office of the Chairman
By: /s/ M. Machler-Erne
Name: M. Machler-Erne
Title: Corporate Legal Advisor
Dated: January 13, 1997 ZURICH INTERNATIONAL
(BERMUDA) LTD.
By: /s/ Michael R. Deevy
Name: Michael R. Deevy
Title: Vice President & C.O.O.
Page 14 of 23
<PAGE>
Appendix A is amended and restated as follows:
Appendix A
Set forth below are the name, position and citizenship of each of the
directors and executive officers of Zurich Centre, Zurich and International.
Except as otherwise indicated, the principal occupation of each person listed
below is his or her executive position with Zurich Centre, Zurich and/or
International, as the case may be. The business address of each person at Zurich
Centre and International is Cumberland House, One Victoria Street, P.O. Box HM
1788, Hamilton HM HX, Bermuda. The business address of each person at Zurich is
2 Mythenquai, CH-8002 Zurich, Switzerland.
Executive Officers of Zurich Centre
Name Position Citizenship
Steven M. Gluckstern President and Chief USA
Executive Officer
Rolf F. Huppi Chairman Swiss
Michael D. Palm Executive Vice President USA
Laurence W. Cheng Executive Vice President Canadian
Steven D. Germain Secretary USA
Directors of Zurich Centre
Principal Occupation and
Business Address
(if other than as indicated above)
Name Position Citizenship
Steven M. Gluckstern President and Chief Executive USA
Officer, Zurich Reinsurance
Centre Holdings, Inc.,
Chairman, Centre Reinsurance
Holdings Limited
Michael D. Palm President and Chief Executive USA
Officer, Centre Reinsurance
Holdings Limited
Rolf F. Huppi President and Chief Executive Swiss
Officer of Zurcih
Rolf Hanggi Deputy Chief Executive Officer Swiss
of Zurich
Laurence W. Cheng President and Chief Executive Canadian
Officer of International
Dr. Kaspar Hotz Corporate Secretary and General Swiss
Counsel of Zurich
Detlef Steiner Member of Corporate Executive German
Board of Zurich
Page 15 of 23
<PAGE>
Directors of Zurich Centre
Principal Occupation and
Business Address
(if other than as indicated above)
Name Position Citizenship
Scott Levine President of Zurich Centre USA
ReSource Limited
One Chase Manhattan Plaza,
New York, New York 10005
Andrea Hodson Vice President of Human USA
Resources and Administration
of Centre Reinsurance
Holdings Limited
Roger Thompson Controller Canadian
Crawford House,
50 Cedar Ave., Hamilton
HM 11, Bermuda
Page 16 of 23
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Executive Officers of Zurich
Name Position Citizenship
Rolf F. Huppi Chairman and Chief
Executive Officer Swiss
Rolf Hanggi Deputy Chief Executive Swiss
Officer
Dr. Kaspar Hotz Corporate Secretary and Swiss
General Counsel
William H. Bolinder Member of Corporate USA
Executive Board
Peter Eckert Member of Corporate Swiss
Executive Board
Laurence W. Cheng Member of Corporate Canadian
Executive Board
Dr. Gunther Gose Member of Corporate German
Executive Board
Markus Rohrbasser Member of Corporate Swiss
Executive Board
Frank Schnewlin Member of Corporate Swiss
Executive Board
Detlef Steiner Member of Corporate German
Executive Board
Richard Johnson Member of Enlarged USA
Corporate Executive Board
Dominique Morax Member of Enlarged Swiss
Corporate Executive Board
Dr. Adriano Passardi Member of Enlarged Swiss
Corporate Executive Board
Dr. Daniel Villiger Member of Enlarged Swiss
Corporate Executive Board
Page 17 of 23
<PAGE>
Directors of Zurich
Principal Occupation and
Business Address
(if other than as indicated above)
Name Position Citizenship
Henry C.M. Bodmer Chairman and Managing Swiss
Director Abegg Holding AG,
Bahnhofstrasse 30, 8001
Zurich, Switzerland
Peter Bockli Partner Law Offices of Swiss
Bockli Thomann & Swiss
Partners, P.O. Box 2348,
4002 Basel,
Switzerland
Kaspar V. Cassani Retired in 1989 from IBM Swiss
(1987 to 1989 Swiss
Vice-Chairman of IBM
Corporation, Armonk,
NY) Haldenstrasse 53,
8142 Uitikon,
Switzerland
David de Pury Chairman of the Board Swiss
and Partner of de Pury
Pictet Turretini & Co.
Ltd., Zurich and
Geneva, Switzerland,
P.O. Box 8242, 8050
Zurich, Switzerland
Rolf Hanggi Deputy Chief Executive Swiss
Officer
Zurich Insurance Company,
Mythenquai 2,
Zurich, Switzerland
Rolf Huppi Chairman and Chief Executive Swiss
Officer, Zurich Insurance
Company, Mythenquai 2, Zurich,
Switzerland
Markus Kundig Owner Kundig Druck AG Swiss
(Printing Company),
Sihlbruggstrasse 105A,
6341 Baar, Switzerland
Yves Oltramare Retired, formerly partner of Swiss
Lombard, Odier & Cie, Bankers,
"Monchoisy", 56 route de
Meinier 1253 Vandoeuvres,
Switzerland
Karl Otto Pohl Partner, Bank Sal. Oppenheim jr, German
& Cie KGaA, Bockenheimer
Landstrasse 20, 60323 Frankfurt
a/Main, Germany
Lodewijk van Wachem Chairman, Supervisory Board, Dutch
Royal Dutch Petroleum Company,
P.O. Box 162, 2501 Den
Haag, Netherlands
Page 18 of 23
<PAGE>
Executive Officers of International
Name Position Citizenship
Laurence W. Cheng President and Chief Canadian
Executive Officer
Rolf F. Huppi Chairman Swiss
Detlef Steiner Vice Chairman German
Michael R. Deevy Vice President, Chief Irish
Operating Officer and
Comptroller
Nicholas B. Dill, Jr. Vice President and British
Secretary
Directors of International
Principal Occupation and
Business Address
(if other than as indicated above)
Name Position Citizenship
Rolf F. Huppi Chairman and Chief Swiss
Executive Officer of
Zurich
Rolf Hanggi Deputy Chief Executive Swiss
Officer of Zurich
Laurence W. Cheng President and Chief Executive Canadian
Officer of International
Hon. Charles T.M. Collis Senior Partner of Conyers, British
Dill & Pearman
Clarendon House, 2 Church
Street, P.O. Box
HM 666, Hamilton HMCX, Bermuda
Nicholas B. Dill, Jr. Senior Partner of Conyers, British
Dill & Pearman
Clarendon House, 2 Church Street,
P.O. Box HM 666, Hamilton HMCX,
Bermuda
Detlef Steiner Member of Corporate Executive German
Board of Zurich
Page 19 of 23
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
Exhibit A Subscription and Stockholders' *
Agreement, dated as of
March 8, * 1993, by and among
the Company, Centre Holdings, Fund
American Enterprises Holdings,
Inc., John J. Burne and Steven M.
Gluckstern and Amendment No. 1
thereto, dated as of November 2,
1993.
Exhibit B Acknowledgment and Undertaking, *
dated March 31, 1994, by
Centre Holdings and
Zurich Centre regarding
the Stockholders' Agreement.
Exhibit C Letter, dated January 10, 21
1997, addressed to the Board
of Directors of the Company
from Zurich Insurance Company.
Exhibit D Joint Filing Agreement, dated 23
January 13, 1997, by and
between Zurich Insurance Company,
Zurich International (Bermuda) Ltd.
and Zurich Centre Investments
Limited.
_______________________
*previously filed in paper format
Page 20 of 23
<PAGE>
ZURICH
ROLF HUPPI INSURANCE GROUP
CHAIRMAN
AND CHIEF EXECUTIVE
OFFICER
CONFIDENTIAL
Board of Directors
of Zurich Reinsurance
Centre Holdings, Inc.
One Chase Manhattan Plaza
New York, N.Y. 10005
U.S.A.
Zurich, 10, January 1997
Dear Fellow Board Members:
On behalf of Zurich Insurance Group ("Zurich"), I am pleased to make a proposal
to acquire all of the outstanding shares of common stock, par value $0.01 per
share (the "Common Stock") of Zurich Reinsurance Centre Holdings, Inc. ("the
Company") not currently owned by Zurich at a cash price per share of $36.00.
Consummation of the acquisition would be subject to the approval by the Board of
Directors and stockholders of the Company, as well as to other conditions
customary in a transaction of this type. We expect that a closing with respect
to the acquisition will occur during the second quarter of 1997. We anticipate
that upon the completion of the acquisition, Zurich will seek to cause the
shares of the Company to be delisted from trading on the New York Stock Exchange
and to cause deregistration of the Common Shares with the Securities and
Exchange Commission.
We believe that this proposal is a fair one that will benefit the public
stockholders of the Company. It represents an 18.5% premium over the closing
market price on Wednesday, January 8, 1997 of $30.375, and enables these
stockholders to receive cash for their shareholdings.
We are in a position to proceed on an expedited basis and urge that the Company
act as quickly as possible in considering our proposal. We expect that the
directors of the Company who are not affiliated with Zurich may wish to engage
independent legal and financial advisors. If this is so, we would invite your
representatives to meet with our advisors to discuss this proposal at your
earliest convenience.
ZURICH INSURANCE COMPANY
MYTHENQUAI 2, P.O. BOX CH 8022 ZURICH, PHONE 41 1/205 28 40, FAX 41 1/201 47 90
Page 21 of 23
<PAGE>2
We wish to make it clear that we are not interested under any circumstances in
selling our interest in the Company and that there is no prospect of a sale of
a controlling interest to a third party.
We hope that you will give this proposal your prompt attention. We reserve the
right to amend or withdraw this proposal at our discretion at any time.
Yours sincerely,
Zurich Insurance Company
/s/ Rolf Huppi
Rolf Huppi
Page 22 of 23
<PAGE>
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Zurich Reinsurance Centre Holdings, Inc. dated
January 13, 1997 and any amendments thereto signed by each of the undersigned
shall be filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: January 13, 1997 ZURICH CENTRE INVESTMENTS
LIMITED
By: /s/ Thomas Gleeson
Name: Thomas Gleeson
Title: Vice President
Dated: January 13, 1997 ZURICH INSURANCE COMPANY
By: /s/ M. Landolt
Name: M. Landolt
Title: Office of the Chairman
By: /s/ M. Machler-Erne
Name: M. Machler-Erne
Title: Corporate Legal Advisor
Dated: January 13, 1997 ZURICH INTERNATIONAL
(BERMUDA) LTD.
By: /s/ Michael R. Deevy
Name: Michael R. Deevy
Title: Vice President & C.O.O.
Page 23 of 23
