FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHARTWELL RE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 41-1652573
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Four Stamford Plaza, 107 Elm Street,
Stamford, CT 06912-0043
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Right, New York Stock Exchange
$0.001 par value
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
Page 1 of 6 pages.
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Item 1. Description of Registrant's Securities to be Registered
Junior Participating Cumulative Preferred Stock, $1.00 par value
On May 22, 1997, the Board of Directors of Chartwell Re Corporation
(the "Company") authorized and declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 per share (the "Common Shares") of the Company. The dividend was payable on
May 22, 1997 to the shareholders of record on May 22, 1997 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Junior Participating Cumulative Preferred Stock, par
value $1.00 per share ("Preferred Shares") of the Company at a Purchase Price
(the "Purchase Price") of $120.00, subject to adjustment in certain
circumstances (as defined below). The description and terms of the Rights are
set forth in the Rights Agreement (the "Rights Agreement") dated as of May 22,
1997 between the Company and Fleet National Bank of Connecticut, as Rights Agent
(the "Rights Agent").
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate certificates representing
the Rights ("Right Certificates") will be distributed. The Rights will separate
from the Common Shares and a "Distribution Date" will occur upon the earlier of
(i) ten business days following a public announcement (the "Shares Acquisition
Date") that a person or group of affiliated or associated persons has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares (an "Acquiring Person"), or (ii) ten business days (or
such specified or unspecified date as may be determined by action of the Board
of Directors of the Company) following the commencement or announcement of the
intent to commence a tender offer or exchange offer that would result in a
person or group of affiliated or associated persons beneficially owning 20% or
more of the outstanding Common Shares. Notwithstanding the foregoing, an
Acquiring Person does not include (A) the Company or any subsidiary of the
Company, (B) any employee benefit plan (including, but not limited to, any
employee stock ownership plan) of the Company or any subsidiary of the Company
or any person organized, appointed or established by the Company or such
subsidiary as a fiduciary for or pursuant to the terms of any such employee
benefit plan, or (C) any person who would otherwise be an Acquiring Person but
for the good faith determination by the Board of Directors of the Company that
such person has become an Acquiring Person inadvertently, provided that such
person together with its affiliates and associates divest themselves as promptly
as practicable of beneficial ownership of a sufficient number of Common Shares
so that such person together with its affiliates and associates beneficially own
less than 20% of the Common Shares.
The Rights Agreement provides that, until the Distribution Date, (i)
the Rights will be transferred with and only with the Common Shares, (ii) new
Common Share certificates issued after the Record Date but prior to the
Distribution Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any of the Common Shares will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Right Certificates will
be mailed to holders of record of Common Shares as of the close of business on
the Distribution Date, and thereafter the Rights will be evidenced solely by
such Right Certificates.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 22, 2007 (the "Final Expiration Date"), unless the Rights are
earlier redeemed or exchanged by the Company as described below.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than rights beneficially owned by the Acquiring Person
(which will thereupon become void), will thereafter have a right to receive,
upon exercise thereof at the then current exercise price of the Right, that
number of Common Shares having a market value of two times the exercise price of
the Right ("Flip-In" Events). From and after the time a person becomes an
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Acquiring Person all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person (or an
affiliate, associate or transferee thereof) will be null and void.
At any time after any person becomes an Acquiring Person, the Board of
Directors of the Company may, at its option, exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof. Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time after any Acquiring Person, together with all affiliates and
associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more
of the Common Shares then outstanding.
In the event that, after the Shares Acquisition Date, (a) the Company
shall consolidate with, or merge with or into, any other person or persons
(other than a subsidiary of the Company) and the Company shall not be the
continuing or surviving corporation of such consolidation or merger, (b) any
other person or persons (other than a subsidiary of the Company) shall
consolidate, merge with or into the Company and the Company shall be the
continuing or surviving corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or part of the common stock
shall be changed into or exchanged for stock or other securities of any other
person or persons or cash or any other property, or (c) the Company shall sell
or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets, cash flow or earning
power aggregating more than 50% of its assets, cash flow or earning power to any
other person or persons (other than the pro rata distribution by the Company of
assets (including securities) of the Company or any of its subsidiaries to all
holders of the Company's common stock), the Rights Agreement provides that each
holder of a Right (other than Rights owned by an Acquiring Person which will
have become void) shall be entitled to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction would have a
market value (as defined in the Rights Agreement) equal to twice the exercise
price of the Right ("Flip-Over" Events).
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of Preferred Shares, or (iii) in case the Company
shall fix a record date to distribute to all holders of the Preferred Shares
evidences of indebtedness or assets (other than a regular periodic cash dividend
or dividends payable in Preferred Shares) or subscription rights or warrants
(other than those referred to above). The number of Rights and number of
Preferred Shares issuable upon the exercise of each Right are also subject to
adjustment in the event of a stock split, combination or stock dividend on the
Common Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
such Purchase Price. No fractional Preferred Shares will be issued and in lieu
thereof, an adjustment will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise. Redemption and
Exchange of Rights
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"), payable in cash, Common Shares or any other form of consideration
deemed appropriate by the Board of Directors. The redemption of the Rights may
be effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish. Immediately upon redemption
of the Rights, the Rights will terminate and the only privilege of the Rights
holders will be to receive the $.001 redemption price. The date on which Rights
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are redeemed is referred to herein as the "Redemption Date".
At any time after the acquisition by any person or group of affiliated
or associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares, the Board of Directors of the Company may cause the Company to
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common Share
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after any person together with all affiliates and associates of such
person, becomes the beneficial owner of 50% or more of the Common Shares then
outstanding.
Immediately upon the action of the Board of Directors of the Company
ordering the exchange of any Rights, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Right shall be to
receive the number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. In connection with this exchange
provision, the Company shall not be required to issue fractions of Common Shares
or certificates evidencing fractional Common Shares and, in lieu thereof, an
adjustment will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, other than rights resulting from such
holder's ownership of Common Shares, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement may be amended in any respect
whatsoever (including, without limitation, any extension of the period in which
the Rights may be redeemed) at any time prior to such time any person becomes an
Acquiring Person, without the approval of the holders of the Rights. After such
time, amendments may only be made to (i) cure any ambiguity, (ii) to correct or
supplement any provision contained in the Rights Agreement which may be
defective or inconsistent with any other provision in the Rights Agreement, or
(iii) make any amendments or supplements which the Company and the Rights Agent
may deem necessary or desirable which do not adversely affect the interests of
the holders of the Rights (other than the Acquiring Person or an affiliate or
associate thereof).
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which has
been filed with the Securities and Exchange Commission as an Exhibit to the
Registration Statement on Form 8-K dated June 6, 1997. A copy of the Rights
Agreement is available free of charge from the Company.
Item 2. Exhibits
4.1 Rights Agreement, dated as of May 22, 1997, between the Company and
Fleet National Bank of Connecticut (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form 8-K filed with the
Securities and Exchange Commission on June 6, 1997).
99.1 Press release of Chartwell dated May 22, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHARTWELL RE CORPORATION
By: /s/ Richard E. Cole
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Richard E. Cole
Chairman and Chief
Executive Officer
Dated June 6, 1997
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EXHIBIT INDEX
Exhibit Description of Exhibit
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4.1 Rights Agreement, dated as of May 22, 1997, between the Company
and Fleet National Bank of Connecticut (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form 8-K filed
with the Securities and Exchange Commission on June 6, 1997).
99.1 Press release of Chartwell dated May 22, 1997.
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For Immediate Release
Thursday, May 22, 1997
CHARTWELL RE CORPORATION BOARD APPROVES
SHAREHOLDER RIGHTS PLAN
Stamford, Connecticut - May 22, 1997 -- Chartwell Re Corporation (NYSE:CWL),
announced today that its Board of Directors has adopted a Shareholder Rights
Plan designed to protect stockholders against certain hostile takeover
activities. Under the Plan, the Company will distribute a dividend of one
Preferred Share Purchase Right for each outstanding share of Chartwell Re's
common stock. A summary of the Shareholder Rights Plan will be mailed to
stockholders shortly.
Richard E. Cole, Chartwell's Chairman and Chief Executive Officer, said, "The
Rights are intended to ensure that all of Chartwell's stockholders receive fair
and equal treatment in the event of any proposed takeover, and to guard against
partial tender offers, squeeze-outs and other hostile tactics to gain control of
Chartwell without paying stockholders a fair price."
"The Rights Plan allows for and encourages an orderly process for takeovers that
would increase stockholder value while protecting stockholders' investment from
takeover tactics that do not respect the rights of all stockholders," Cole said,
and noted that, "the Rights would not prevent a takeover, but are designed to
encourage anyone seeking to acquire the company to negotiate with the Board to
ensure that the terms are fair to all stockholders."
The record date for the Rights distribution is May 22, 1997, and the Rights will
expire ten years later unless earlier redeemed by the Company. The Rights
distribution is not taxable to stockholders.
The Rights would be exercisable only if a person or group acquires 20% or more
of Chartwell's common stock or announces a tender offer that would lead to
ownership by a person or a group of 20% or more of the common stock. Each of the
Rights will entitle stockholders to buy one one-hundredth of a share of a new
series of preferred stock at an exercise price of $120.00. Under the Right's
"flip-in" feature, if any person or group becomes the beneficial owner of 20% or
more of the Company's common stock, then each Right not owned by such person or
group will entitle its holder to purchase, at the Rights then current exercise
price, shares of the Company's common stock having a value of twice the Right's
exercise price.
If Chartwell is acquired in a merger or other business combination transaction
after a person or group acquired 20% or more of its common stock, under certain
circumstances holders of Rights will be entitled to purchase a number of the
acquiring company's shares having a market value equal to twice the exercise
price of the Rights.
Prior to the acquisition by a person or group of beneficial ownership of 20% or
more of Chartwell Re's common stock, the Rights are redeemable for $.001 per
Right at the option of Chartwell's Board of Directors. Subject to certain
conditions, if a person or a group becomes the beneficial owner of 20% or more
of the Company's common stock, the Company's Board of Directors may exchange
each Right not owned by such person or group for one share of common stock of
the Company.
Chartwell Re Corporation conducts business principally through its four
wholly-owned subsidiaries, Chartwell Reinsurance Company, The Insurance
Corporation of New York ("INSCORP"), Archer Group Holdings plc and Chartwell
Advisers Limited. Chartwell Reinsurance Company writes property, casualty,
marine and aviation reinsurance for specialty, regional and global ceding
companies. INSCORP writes property and casualty insurance for specialty program
administrators. Chartwell Reinsurance Company and INSCORP are rated A
(Excellent) and A- (Excellent), respectively, by A.M. Best Company and are
assigned an A- claims paying ability rating by Standard & Poor's. Archer Group
Holdings plc is the parent company of Archer Managing Agents Limited, which is
one of the largest at Lloyd's, managing 10 Lloyd's syndicates with a total
underwriting capacity for 1997 of 380 million Pounds Sterling. Chartwell
Advisers Limited provides advisory services to New London Capital plc, a
publicly traded company which provides capital to select syndicates at Lloyd's.
This press release, information on Chartwell's directors and senior officers and
current business and financial data are available on Chartwell's website at
www.chartwellre.com.
FOR FURTHER INFORMATION CONTACT:
Steven J. Bensinger, President - (203) 705-2520
Nancy B. Saltzman, Director, Investor Relations - (203) 705-2532.
