PARTNERRE LTD
SC 13G, 1999-03-03
ACCIDENT & HEALTH INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                                 PartnerRe Ltd.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                             Common, $1.00 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   G6852T 10 5
     -----------------------------------------------------------------------
                                 (CUSIP Number)


         * 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 the disclosures provided in a prior cover page.

         The information required in 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>


CUSIP NO.    G6852T 10 9                   13G
          -----------------

- --------------------------------------------------------------------------------

1.    Name of Reporting Person          John C Head III
      S.S. or I.R.S. Identifica-
      tion No. of Above Person          (No S.S. or IRS
                                        Identification No.)
- --------------------------------------------------------------------------------

2.    Check the Appropriate Box         (a)   X
      if a Member of a Group
                                        (b)
- --------------------------------------------------------------------------------

3.    S.E.C. Use Only
- --------------------------------------------------------------------------------

4.    Citizenship or Place of            U.S.A.
      Organization
- --------------------------------------------------------------------------------
Number of Shares  (5) Sole Voting Power
Beneficially                                  51,999
Owned by Each     --------------------------------------------------------------
Reporting Person  (6) Shared Voting  
With                  Power                   2,897,592
                  --------------------------------------------------------------
                  (7) Sole Dispositive Power
                                              51,999
                  --------------------------------------------------------------
                  (8) Shared Dispositive
                      Power                   2,897,592
- --------------------------------------------------------------------------------
9.    Aggregate Amount Beneficially
      Owned by Each Reporting Person          2,949,591
- --------------------------------------------------------------------------------
10.   Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares
- --------------------------------------------------------------------------------
11.   Percent of Class Represented
      by Amount in Row 9                      5.3%
- --------------------------------------------------------------------------------
12.   Type of Reporting Person
                                              IN
- --------------------------------------------------------------------------------

                                     Page 2

<PAGE>

CUSIP NO.    G6852T 10 9                   13G
          -----------------

- --------------------------------------------------------------------------------

5.    Name of Reporting Person           Madie Ivy
      S.S. or I.R.S. Identifica-
      tion No. of Above Person           (No S.S. or IRS
                                         Identification No.)
- --------------------------------------------------------------------------------

6.    Check the Appropriate Box          (a)    X
      if a Member of a Group
                                         (b)
- --------------------------------------------------------------------------------

7.    S.E.C. Use Only
- --------------------------------------------------------------------------------

8.    Citizenship or Place of            U.S.A.
      Organization
- --------------------------------------------------------------------------------
Number of Shares  (5) Sole Voting Power
Beneficially                                  10,261
Owned by Each     --------------------------------------------------------------
Reporting Person  (6) Shared Voting  
With                  Power                   2,897,592
                  --------------------------------------------------------------
                  (7) Sole Dispositive Power
                                              10,261
                  --------------------------------------------------------------
                  (8) Shared Dispositive
                      Power                   2,897,592
- --------------------------------------------------------------------------------
9.    Aggregate Amount Beneficially
      Owned by Each Reporting Person          2,907,853
- --------------------------------------------------------------------------------
10.   Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares
- --------------------------------------------------------------------------------
11.   Percent of Class Represented
      by Amount in Row 9                      5.2%
- --------------------------------------------------------------------------------
12.   Type of Reporting Person
                                              IN
- --------------------------------------------------------------------------------

                                     Page 3
<PAGE>

ITEM 1

         (A)      NAME OF ISSUER

                           PartnerRe Ltd.

         (B)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                           PartnerRe Building
                           106 Pitt's Bay Road
                           Pembroke Parish, Bermuda  HM08

ITEM 2

         (C)      NAME OF PERSONS FILING

                           John C Head III
                           Madie Ivy

         (D)      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

                           For each of the persons named in
                           Item 2(c) above:
                           c/o Head & Company L.L.C.
                           1330 Avenue of the Americas
                           New York, NY  10019-5402

         (E)      CITIZENSHIP

                           John C Head III                    U.S.A.
                           Madie Ivy                          U.S.A.

         (F)      TITLE OF CLASS OF SECURITIES

                           Common Shares, $1.00 par value.

         (G)      CUSIP NUMBER

                           G6852T 10 5


ITEM 3            IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 
                  13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

                  (a)  [ ]  Broker or Dealer registered under Section 15 of the 
                            Act

                                     Page 4
<PAGE>

                  (b)  [ ]  Bank as defined in section 3(a)(6) of the Act

                  (c)  [ ]  Insurance Company as defined in section 3(a)(19) of 
                            the Act

                  (d)  [ ]  Investment Company registered under section 8 of the
                            Investment Company Act

                  (e)  [ ]  Investment Adviser registered under section 203 of 
                            the Investment Advisers Act of 1940

                  (f)  [ ]  Employee Benefit Plan, Pension Fund which is subject
                            to the provisions of the Employee Retirement Income 
                            Security Act of 1974 or Endowment Fund; see ss.
                            240.13d-1(b)(1)(ii)(F)

                  (g)  [ ]  Parent Holding Company, in accordance with 
                            ss. 240.13d- 1(b)(ii)(G) (Note: See Item 7)

                  (h)  [ ]  Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)

ITEM 4            OWNERSHIP

                  As of December 31, 1998:

                           John C Head III beneficially owns 2,949,591 Common
                  Shares. Of such shares, (i) 310,128 shares are held by HIIB
                  III L.P. ("HIIB"), a partnership the sole general partner of
                  which is a partnership of which John C Head III is a general
                  partner; (ii) 156,228 shares are issuable to HIIB upon
                  exercise of Class A Warrants; (iii) 1,694,682 shares are
                  issuable upon exercise of Class A Warrants held by Head &
                  Company L.L.C., a limited liability company of which Mr. Head
                  is a Managing Member; (iv) 677,872 shares are issuable upon
                  exercise of Class B Warrants held by Head & Company L.L.C.;
                  (v) 15,000 shares are held by Head Company Profit Sharing Plan
                  of which Mr. Head is a trustee; (vi) 1,000 shares are owned by
                  a Head Company Pension Plan of which Mr. Head is a trustee;
                  (vii) 21,070 shares are held by Charles Partners L.P., the
                  general partner of which Mr. Head is a general partner; (viii)
                  5,500 shares are held by HMI Partners L.P., the general
                  partner of which Mr. Head is a general partner; (ix) 38,000
                  shares are issuable to Mr. Head pursuant to currently
                  exercisable options granted to Mr. Head as a non-employee
                  director of the Company; (x) 13,999 shares are owned by Mr.
                  Head; (xi) 3,822 shares are held in custodian accounts for the
                  benefit of the two minor children of Mr. Head and Ms. Ivy; and
                  (xii) 290 shares and 12,000 options are owned by trusts for
                  the benefit of the two minor children of Mr. Head and Ms. Ivy.
                  Mr. Head is married to Ms. Ivy.

                                     Page 5
<PAGE>

                           Madie Ivy beneficially owns 2,907,853 Common Shares.
                  Of such shares, (i) 310,128 shares are held by HIIB, a
                  partnership the sole general partner of which is a partnership
                  of which Madie Ivy is a general partner; (ii) 156,228 shares
                  are issuable to HIIB upon exercise of Class A Warrants; (iii)
                  1,694,682 shares are issuable upon exercise of Class A
                  Warrants held by Head & Company L.L.C., a limited liability
                  company of which Ms. Ivy is a Managing Member; (iv) 677,872
                  shares are issuable upon exercise of Class B Warrants held by
                  Head & Company L.L.C.; (v) 15,000 shares are owned by Head
                  Company Profit Sharing Plan of which Ms. Ivy is a trustee;
                  (vi) 1,000 shares are owned by Head Company Pension Plan of
                  which Ms. Ivy is a trustee; (vii) 21,070 shares are held by
                  Charles Partners L.P., the general partner of which Ms. Ivy is
                  a general partner; (viii) 5,500 shares are held by HMI
                  Partners L.P., the general partner of which Ms. Ivy is a
                  general partner; (ix) 10,261 shares are owned by Ms. Ivy; (x)
                  3,822 shares are held in custodian accounts for the benefit of
                  the two minor children of Mr. Head and Ms. Ivy; and (xi) 290
                  shares and 12,000 options are owned by trusts for the benefit
                  of the two minor children of Mr. Head and Ms. Ivy.

ITEM 5            OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

                           If this statement is being filed to report the fact
                  that as of the date hereof the reporting person has ceased to
                  be the beneficial owner of more than five percent of the class
                  of securities, check the following [ ].

ITEM 6            OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 
                  PERSON

                  Not applicable.


ITEM 7            IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
                  COMPANY

                  Not applicable.

                                     Page 6
<PAGE>

ITEM 8            IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

                  John C Head III (IN)
                  Madie Ivy (IN)
                  HIIB III L.P. (PN)
                  Head & Company L.L.C. (OO)
                  Head Company Pension Plan (EP)
                  Head Company Profit Sharing Plan (EP)
                  HMI Partners L.P. (PN)
                  Charles Partners L.P. (PN)
                  Custodian Accounts f/b/o two minor children of Mr. Head
                    and Ms. Ivy (OO)
                  Trusts f/b/o minor children of Mr. Head and Ms. Ivy (OO)

ITEM 9            NOTICE OF DISSOLUTION OF GROUP

                  Not applicable.

                                     Page 7
<PAGE>

                                   SIGNATURES


         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.


March 3, 1999
- -------------
    Date                                   /s/ John C Head III
                                           -------------------
                                           JOHN C HEAD III


                                           /s/ Madie Ivy
                                           -------------
                                           MADIE IVY

                                     Page 8
<PAGE>

                                INDEX TO EXHIBITS


Exhibit No.                Description

1                          Joint Filing Agreement dated as of March 3, 1999

                                     Page 9


                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

         Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the Statement to
which this Exhibit is attached is filed on behalf of each of them.


March 3, 1999
- -------------
    Date                                   /s/ John C Head III
                                           -------------------
                                           JOHN C HEAD III


                                           /s/ Madie Ivy
                                           -------------
                                           MADIE IVY

                                     Page 10


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