<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
REGISTRATION NO. 333-38481
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
RENAISSANCERE HOLDINGS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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BERMUDA 96-013-8030
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19
BERMUDA
(441) 295-4513
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JAMES N. STANARD
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19
BERMUDA
(441) 295-4513
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
JOHN S. D'ALIMONTE, ESQ. PETER J. GORDON, ESQ.
WILLKIE FARR & GALLAGHER SIMPSON THACHER & BARTLETT
ONE CITICORP CENTER 425 LEXINGTON AVENUE
153 EAST 53RD STREET NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10022 (212) 455-2000
(212) 821-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed pursuant to Registration
Statement No. 333-38481 (the "Registration Statement") in accordance with the
Registrant's undertaking set forth in Part II, Item 17(a)(4) of the
Registration Statement. Pursuant to the Registration Statement, RenaissanceRe
Holdings Ltd. (the "Company") registered an aggregate of 4,600,000 Common
Shares, par value $1.00 per share (the "Shares") under the Securities Act of
1933, as amended (the "Securities Act") including up to 600,000 Common Shares
issuable solely to cover the underwriters' over-allotment options, to be
offered and sold on behalf of the Selling Shareholders named therein in an
underwritten public offering through a group of underwriters represented in
the United States by Merrill Lynch, Pierce, Fenner & Smith Incorporated, BT
Alex. Brown Incorporated, Lehman Brothers Inc. and Salomon Brothers Inc and
outside of the United States by Merrill Lynch International, BT Alex. Brown
International, division of Bankers Trust PLC, Lehman Brothers International
(Europe) and Salomon Brothers International Limited (collectively, the
"Representatives").
The Securities and Exchange Commission declared the Registration Statement
effective on November 17, 1997. On November 21, 1997, the Selling Shareholders
sold an aggregate of 3,000,000 Shares to the Representatives. On December 8,
1997, the Representatives exercised overallotment options to purchase an
additional 101,000 Shares. The Representatives have informed the Company and
the Selling Shareholders that no further overallotment options will be
exercised. Consequently, as of the date hereof, an aggregate of 1,499,000
Shares registered under the Securities Act pursuant to the Registration
Statement have not been sold by the Selling Shareholders to the
Representatives. Accordingly, the Company is filing this Post-Effective
Amendment No. 1 on behalf of the Selling Shareholders to deregister such
1,499,000 Shares.
1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
1.1 Form of U.S. Underwriting Agreement.+
1.2 Form of International Underwriting Agreement.+
3.1 Amended and Restated Bye-Laws.#
4.1 Specimen Common Share certificate.*
4.2 Amended and Restated Shareholders Agreement, dated as of December
27, 1996, by and among Warburg, Pincus Investors, L.P., Trustees
of General Electric Pension Trust, GE Private Placement Partners
I, Limited Partnership and United States Fidelity and Guaranty
Company.**
4.3 Amended and Restated Registration Rights Agreement, dated as of
December 27, 1996, by and among Warburg, Pincus Investors, L.P.,
PT Investments Inc., GE Private Placement Partners I-Insurance,
Limited Partnership and United States Fidelity and Guaranty
Company.**
5.1 Opinion of Conyers, Dill & Pearman as to the legality of the
Common Shares.+
8.1 Opinion of Willkie Farr & Gallagher as to certain tax matters.+
8.2 Opinion of Conyers, Dill & Pearman as to certain tax matters
(included in Exhibit 5.1).+
23.1 Consent of Ernst & Young.+
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).+
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit 8.1).+
24.1 Power of Attorney (included in signature pages).+
99.1 Consent to be named as a Director of Dan L. Hale.+
</TABLE>
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+Previously filed.
# Incorporated by reference to the Registration Statement on Form S-3
(Registration No. 333-27775), which was declared effective by the Commission
on June 23, 1997.
* Incorporated by reference to the Registration Statement on Form S-1 of the
Company (Registration No. 33-7008) which was declared effective by the
Commission on July 26, 1995.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, RENAISSANCERE
HOLDINGS LTD. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 18TH DAY OF
DECEMBER, 1997.
RenaissanceRe Holdings Ltd.
/s/ James N. Stanard
By: _____________________________
JAMES N. STANARD
President, Chief Executive
Officer and Chairman of the
Board of Directors
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
/s/ James N. Stanard President and Chief December 18,
- ------------------------------- Executive Officer 1997
JAMES N. STANARD and Chairman of the
Board of Directors
/s/ John M. Lummis Senior Vice December 18,
- ------------------------------- President and Chief 1997
JOHN M. LUMMIS Financial Officer
(Principal
Accounting Officer)
II-2
<PAGE>
SIGNATURE TITLE DATE
* Director December 18,
- ------------------------------ 1997
ARTHUR S. BAHR
Director December ,
- ------------------------------ 1997
THOMAS A. COOPER
* Director December 18,
- ------------------------------ 1997
EDMUND B. GREENE
Director December ,
- ------------------------------ 1997
DAN L. HALE
* Director December 18,
- ------------------------------ 1997
GERALD L. IGOU
* Director December 18,
- ------------------------------ 1997
KEWSONG LEE
* Director December 18,
- ------------------------------ 1997
HOWARD H. NEWMAN
* Director December 18,
- ------------------------------ 1997
SCOTT E. PARDEE
* Director December 18,
- ------------------------------ 1997
JOHN C. SWEENEY
* Director December 18,
- ------------------------------ 1997
DAVID A. TANNER
CT Corporation System
* Authorized December 18,
By:___________________________ Representative in 1997
NAME: DUANE COOTS TITLE: the United States
ASSISTANT SECRETARY
/s/ John D. Nichols, Jr.
*By: _________________________ December 18,
JOHN D. NICHOLS, JR. 1997
ATTORNEY-IN-FACT
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
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<C> <S> <C>
1.1 Form of U.S. Underwriting Agreement.+
1.2 Form of International Underwriting Agreement.+
3.1 Amended and Restated Bye-Laws.#
4.1 Specimen Common Share certificate.*
4.2 Amended and Restated Shareholders Agreement, dated as
of December 27, 1996, by and among Warburg, Pincus
Investors, L.P., Trustees of General Electric Pension
Trust, GE Private Placement Partners I, Limited
Partnership and United States Fidelity and Guaranty
Company.**
4.3 Amended and Restated Registration Rights Agreement,
dated as of December 27, 1996, by and among Warburg,
Pincus Investors, L.P., PT Investments Inc., GE Private
Placement Partners I-Insurance, Limited Partnership and
United States Fidelity and Guaranty Company.**
5.1 Opinion of Conyers, Dill & Pearman as to the legality
of the Common Shares.+
8.1 Opinion of Willkie Farr & Gallagher as to certain tax
matters.+
8.2 Opinion of Conyers, Dill & Pearman as to certain tax
matters (included in Exhibit 5.1).+
23.1 Consent of Ernst & Young.+
23.2 Consent of Conyers Dill & Pearman (included in Exhibit
5.1).+
23.3 Consent of Willkie Farr & Gallagher (included in
Exhibit 8.1).+
24.1 Power of Attorney (included in signature pages).+
99.1 Consent to be named as a Director of Dan L. Hale.+
</TABLE>
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+Previously filed.
# Incorporated by reference to the Registration Statement on Form S-3
(Registration No. 333-27775), which was declared effective by the Commission
on June 23, 1997.
* Incorporated by reference to the Registration Statement on Form S-1 of the
Company (Registration No. 33-7008) which was declared effective by the
Commission on July 26, 1995.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
