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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)
May 15, 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 5. Other Events.
On May 15, 1996 a putative class action lawsuit was filed in
the Court of Chancery of the State of Delaware which names Transnational Re
Corporation (the "Company"), the directors of the Company and PXRE Corporation
("PXRE") as defendants. The action alleges, among other things, that PXRE's
proposal to merge the Company with and into PXRE at an exchange ratio of .98
share of PXRE Common Stock for each publicly held share of the Company's Class A
Common Stock is grossly unfair and inadequate, that the directors of the Company
have violated their fiduciary duties to the Company and that PXRE has violated
its alleged fiduciary duties as a controlling stockholder of the Company. The
action seeks, among other things, to enjoin the proposed combination of the
Company and PXRE and/or to recover damages.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Number Exhibit
99 Press Release, dated May 17, 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: May 17, 1996 By: /s/ Gerald L. Radke
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Gerald L. Radke
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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99 Press Release, dated May 17, 1996 5
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Sanford M. Kimmel
- --------------------- Senior Vice President,
Treasurer and Chief
Financial Officer
(908) 906-8100
LAWSUIT FILED AGAINST TRANSNATIONAL RE CORPORATION IN
CONNECTION WITH PROPOSAL BY PXRE CORPORATION FOR MERGER
EDISON, New Jersey (May 17, 1996) -- Transnational Re Corporation (Nasdaq: TREX)
today announced that a putative class action lawsuit was filed in the Court of
Chancery of the State of Delaware on May 15, 1996, which names Transnational Re,
the directors of Transnational Re and PXRE Corporation (Nasdaq: PXRE), as
defendants. The action was filed in response to PXRE's announcement on May 10,
1996 of its proposal to Transnational Re to merge Transnational Re with and into
PXRE at an exchange ratio of .98 share of PXRE Common Stock for each publicly
held share of Transnational Re Class A Common Stock.
The action alleges, among other things, that the proposed transaction is grossly
unfair and inadequate, that those defendants who are directors of Transnational
Re have violated their fiduciary duties to Transnational Re and that PXRE has
violated its alleged fiduciary duties as a controlling stockholder of
Transnational Re. The action seeks certification as a class action on behalf of
all Class A common stockholders of Transnational Re, other than the defendants,
and seeks to enjoin the proposed combination of Transnational Re and PXRE and/or
to recover damages.
As previously announced, Transnational Re is forming a special committee of its
board of directors, consisting of all of its independent directors, to consider
PXRE's proposal with the assistance of independent legal and financial advisors.
Transnational Re specializes in brokered property retrocessional reinsurance and
marine and aviation retrocessional reinsurance in the United States and
international markets with a primary focus on catastrophe retrocessional
coverages. Transnational Re also writes marine and aviation reinsurance as well
as facultative excess of loss reinsurance. Transnational Re and its reinsurance
subsidiary, Transnational Reinsurance Company, operate under a management
agreement with PXRE Reinsurance Company, a subsidiary of PXRE Corporation.
Transnational Re's Class B common stock, representing a total interest of
approximately 22%, is owned by PXRE Corporation.
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