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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
RenaissanceRe Holdings Ltd.
(Name of Issuer)
RenaissanceRe Holdings Ltd.
(Name of Person(s) Filing Statement)
Common Shares
Par Value $1.00 per Share
(Title of Class of Securities)
G7496G 10 3
(CUSIP Number of Class of Securities)
James N. Stanard
President and Chief Executive Officer
RENAISSANCERE HOLDINGS LTD.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda
(441) 295-4513
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
Copy to:
John S. D'Alimonte
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
December 23, 1996
(Date Tender Offer First Published, Sent
or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$28,055,055.00 $5,612.00
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* Based upon the purchase of 813,190 Common Shares at $34.50 cash per share.
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Check here if any part of the fee is offset as provided by Rule O-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form of Schedule
and the date of its filing.
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Amount Previously Paid: $5,612.00
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Form or Registration No.: Schedule 13E-4
Filing Party: RenaissanceRe Holdings Ltd.
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Date Filed: December 23, 1996
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This Amendment No. 1 (the "Final Amendment") amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement"), dated
December 23, 1996, filed by RenaissanceRe Holdings Ltd., a Bermuda company (the
"Company"), relating to the Company's offer to purchase up to 813,190 of its
Common Shares, par value $1.00 per share (the "Shares"), at a purchase price of
$34.50 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase dated December 23, 1996
and the related Letter of Transmittal (which together constitute the "Offer"),
copies of which are attached as Exhibits 9(a)(1) and 9(a)(2), respectively, to
the Statement. This Final Amendment is being filed by the Company in connection
with the expiration of the Offer. Capitalized terms used herein but not
otherwise defined shall have the respective meanings assigned to such terms in
the Offer to Purchase.
Item 1. Security and Issuer.
The Offer expired as scheduled at 12:00 midnight, New York City time,
on January 22, 1997. Pursuant to the Offer, 1,941,575 Shares were validly
tendered and not withdrawn. The Company accepted for payment 813,190 of the
Shares tendered at a purchase price of $34.50 per Share, net to the seller in
cash, for a total aggregate purchase price of $28,055,055. As a result of the
oversubscription, the number of Shares purchased from each tendering
shareholder, other than Odd-Lot Holders, was subject to a proration factor of
41.71216 percent. After purchasing such Shares for cancellation pursuant to the
Tender Offer, the Company will have approximately 22.7 million Shares
outstanding.
Item 8. Additional Information.
On January 23, 1997, the Company issued a press release (a copy of
which is attached hereto as Exhibit 9(a)(10) and incorporated herein by
reference) announcing that, based upon the preliminary results of the Offer, it
would accept 813,190 Shares for purchase and cancellation at a purchase price of
$34.50 per Share, net to the seller in cash, and accordingly estimated that if
all Shares subject to guaranteed delivery procedures were delivered, the
preliminary proration factor applicable to the Offer would be approximately
41.5%. On January 29, 1997, the Company issued a press release (a copy of which
is attached hereto as Exhibit 9(a)(11) and incorporated herein by reference)
announcing that the Company had accepted for purchase and cancellation 813,190
Shares at $34.50 per Share, net to the seller in cash, in accordance with the
terms of the Offer and prorated such 813,190 Shares purchased for cancellation
in the Offer in the manner described in the Offer to Purchase. All of the
approximately 5,691 Shares validly tendered and not withdrawn by Odd Lot Holders
were accepted for purchase and cancellation. The Company also announced that the
proration factor applicable to the Offer was 41.71216%.
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Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibits:
(a)(10) Press Release issued by the Company, dated
January 23, 1997.
(a)(11) Press Release issued by the Company, dated
January 29, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Keith S. Hynes
Name: Keith S. Hynes
Title: Senior Vice President
and Chief Financial
Officer
Dated: January 30, 1997
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EXHIBIT INDEX
Exhibit No. Description
(a)(10) Press Release issued by the Company, dated January 23, 1997.
(a)(11) Press Release issued by the Company, dated January 29, 1997.
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Exhibit (a)(10)
RENAISSANCERE ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
PEMBROKE, Bermuda--January 23, 1997--RenaissanceRe Holdings Ltd. (NYSE:
RNR) today announced that a preliminary count by ChaseMellon Shareholder
Services, L.L.C., the Depositary for the Company's Tender Offer, indicates that,
subject to final verification, approximately 1.9 million of its Common Shares
have been tendered for purchase and cancellation by the Company. The Tender
Offer commenced on December 23, 1996 and expired as scheduled at 12:00 midnight,
New York City time, on January 22, 1997.
The determination of the actual number of shares tendered is subject to
final confirmation and proper delivery of all shares tendered and not withdrawn,
including shares tendered pursuant to the guaranteed delivery procedures.
The Company will accept 813,190 Common Shares for purchase and
cancellation. All of the Common Shares tendered by Odd Lot Holders will be
accepted for purchase and cancellation. As a result of the oversubscription, the
number of shares to be purchased from each tendering shareholder, other than Odd
Lot Holders, will be subject to a proration factor of which the preliminary
estimate is 41.5 percent. Following the Tender Offer, the Company will have
approximately 22.8 million Common Shares outstanding.
Payment for shares properly tendered and accepted will be made as soon
as practicable, subject to proper delivery of shares, in accordance with the
terms of the Tender Offer.
RenaissanceRe Holdings Ltd., through its subsidiaries Renaissance
Reinsurance Ltd. and Glencoe Insurance Ltd., is a global provider of
reinsurance and insurance. The Company's principal product is property
catastrophe reinsurance.
CONTACT: Keith S. Hynes John D. Nichols
Senior Vice President and CFO AVP and Treasurer
(441) 295-4513 (441) 295-4513
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Exhibit (a)(11)
RENAISSANCERE ANNOUNCES FINAL RESULTS OF TENDER OFFER
PEMBROKE, Bermuda--January 29, 1997--RenaissanceRe Holdings Ltd. (NYSE:
RNR) today announced that a final count by ChaseMellon Shareholder Services,
L.L.C., the Depositary for the Company's Tender Offer, indicates that 1,941,575
of its Common Shares were validly tendered and not withdrawn. The Tender Offer
commenced on December 23, 1996 and expired as scheduled at 12:00 midnight,
Eastern Standard time on January 22, 1997.
The Company accepted 813,190 Common Shares for purchase and
cancellation. All of the 5,691 Common Shares tendered by odd-lot holders were
accepted for purchase and cancellation. As a result of the oversubscription, the
number of shares purchased from each tendering shareholder, other than odd-lot
holders, were subject to a proration factor of which the final calculation is
41.71216 percent. After purchasing such shares for cancellation pursuant to the
Tender Offer, the Company will have approximately 22.7 million Common Shares
outstanding.
Payment for shares properly tendered and accepted will be made as soon
as practicable. The Depositary for the Tender Offer will promptly execute
settlement of the purchase price for the shares purchased for cancellation by
the Company. Shares that were tendered but not purchased by the Company pursuant
to the Tender Offer, will be returned to shareholders promptly.
RenaissanceRe Holdings Ltd., through its subsidiaries Renaissance
Reinsurance Ltd. and Glencoe Insurance Ltd., is a global provider of
reinsurance and insurance. The Company's principal product is property
catastrophe reinsurance.
CONTACT: Keith S. Hynes John D. Nichols
Senior Vice President and CFO AVP and Treasurer
(441) 295-4513 (441) 295-4513
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