<PAGE>
<PAGE>
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
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
August 23, 1996
-------------------------------------------------------------
Date of Report (Date of earliest event reported)
Delaware 0-22376 13-3731572
- --------------------------------------------------------------------------------
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(908) 906-8100
-------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
<PAGE>
Item 5. Other Events.
On August 23, 1996 Transnational Re Corporation (the
"Company") announced that an agreement in principle was reached to settle the
putative class action lawsuit filed in the Court of Chancery of the State of
Delaware on May 15, 1996, in connection with the proposed merger of the Company
with and into PXRE Corporation. The agreement in principle is subject to the
execution of mutually satisfactory settlement documentation, confirmatory
discovery, Court approval and other conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
<TABLE>
<CAPTION>
Number Exhibit
<S> <C> <C>
99 Press Release, dated August 23, 1996.
</TABLE>
-2-
<PAGE>
<PAGE>
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: August 26, 1996 By: /s/ F. Sedgwick Browne
-----------------------
F. Sedgwick Browne
Secretary
-3-
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C>
99 Press Release, dated August 23, 1996.
</TABLE>
-4-
<PAGE>
<PAGE>
Exhibit 99
FOR IMMEDIATE RELEASE Contact: Sanford M. Kimmel
Senior Vice President, Treasurer
and Chief Financial Officer
(908) 906-8100
PXRE CORPORATION AND TRANSNATIONAL RE CORPORATION
ANNOUNCE AGREEMENT IN PRINCIPLE
TO SETTLE MERGER RELATED LAWSUIT
Edison, New Jersey (August 23, 1996): PXRE Corporation (Nasdaq/NM:PXRE)
and Transnational Re Corporation (Nasdaq/NM:TREX) today announced that an
agreement in principle has been reached to settle the putative class action
lawsuit filed in the Court of Chancery of the State of Delaware on May 15, 1996,
in connection with the proposed merger of Transnational Re with and into PXRE.
The agreement in principle is subject to the execution of mutually satisfactory
settlement documentation, confirmatory discovery, Court approval and other
conditions.
PXRE provides reinsurance products and services to a national and
international market place, with principal emphasis on commercial and personal
property risks. 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.
