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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Transnational Re Corporation
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(Exact name of registrant as specified in its charter)
December 11, 1996
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Date of Report (Date of earliest event reported)
Delaware 0-22376 13-3731572
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
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(Address of principal executive offices) (Zip Code)
(908) 906-8100
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(Registrant's telephone number, including area code)
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Item 1. Change of Control of the Registrant.
On December 11, 1996, pursuant to the Agreement and Plan of Merger
between Transnational Re Corporation (the "Company") and PXRE Corporation
("PXRE"), dated August 22, 1996, as amended (the "Merger Agreement"), the merger
of the Company with and into PXRE was completed (the "Merger"). As a result of
the Merger, the Company has ceased to exist and PXRE will continue as the
surviving corporation. In addition, the Company's reinsurance subsidiary,
Transnational Reinsurance Company, has become a subsidiary of PXRE Reinsurance
Company, the reinsurance underwriting subsidiary of PXRE.
Pursuant to the Merger Agreement, each share of Class A Common Stock and
Class B Common Stock of the Company has been canceled, and holders of such
shares have the right to exchange each such share for 1.0575 shares of PXRE
Common Stock and cash in lieu of fractional shares.
The American Stock Transfer & Trust Company has been retained by PXRE to
serve as Exchange Agent. Letters of Transmittal, together with instructions
thereto, are expected to be provided promptly to the Company's stockholders so
that such stockholders may exchange their shares for PXRE Common Stock and cash
in lieu of fractional shares.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Number Exhibit
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99 Press Release of PXRE Corporation,
dated December 11, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSNATIONAL RE CORPORATION
Dated: December 11, 1996 By: /s/ F. Sedgwick Browne
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F. Sedgwick Browne
Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibit Page
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99 Press Release of PXRE Corporation,
dated December 11, 1996.
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Sanford M. Kimmel
- --------------------- Senior Vice President,
Treasurer and
Chief Financial Officer
(908) 906-8100
TRANSNATIONAL RE CORPORATION
MERGES WITH AND INTO
PXRE CORPORATION
Edison, New Jersey (December 11, 1996): PXRE Corporation (Nasdaq/NM:PXRE) today
announced that it has completed its merger with Transnational Re Corporation
(Nasdaq/NM:TREX). As a result of the merger, Transnational Re has ceased to
exist and PXRE will continue as the surviving corporation. In addition,
Transnational Re's reinsurance subsidiary, Transnational Reinsurance Company,
has become a Subsidiary of PXRE Reinsurance Company, the reinsurance
underwriting subsidiary of PXRE.
Pursuant to the merger agreement, each share of common stock of
Transnational Re has been canceled, and holders of shares of common stock of
Transnational Re have the right to exchange each such share for 1.0575 shares of
PXRE common stock and cash in lieu of fractional shares.
The American Stock Transfer & Trust Company has been retained by PXRE to
serve as Exchange Agent. Letters of Transmittal, together with instructions,
are expected to be provided promptly to Transnational Re stockholders
so that such stockholders may exchange their shares for PXRE common stock and
cash in lieu of fractional shares.
PXRE provides reinsurance products and services to a national and
international market place, with principal emphasis on commercial and personal
property risks.
