<PAGE>
As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-38670
================================================================================
SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
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)
Bermuda 98-013-8020
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization) Identification No.)
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
John M. Lummis
Senior Vice President and Chief Financial Officer
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.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
--------------------------------------------------------------------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
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. [X]
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. [ ]
--------------------------------------------------------------------------------
(Cover continued on following page)
<PAGE>
(Cover continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
================================================= ================ ======================= ======================== ================
Proposed
maximum
Title of each class offering Proposed maximum Amount of
of securities to Amount to be price per aggregate offering registration
be registered registered share(1) price(1) fee(3)
------------------------------------------------- ---------------- ----------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Shares, par value $1.00 per share(2) 1,000,000 $42 7/16 $42,437,500 $11,203.50
shares
------------------------------------------------- ---------------- ----------------------- ------------------------ ----------------
(1) Estimated pursuant to Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee based
upon the average of the high and low prices of the Common Shares quoted on The New York Stock Exchange on June 5, 2000.
(2) The shares sold by the Selling Shareholder (as defined herein) consist of the Registrant's Diluted Voting Class I Common
Shares, par value $1.00 per share (the "DVI Shares"). The DVI Shares are convertible into an equal number of the Registrant's
Full Voting Common Shares on a one-for-one basis at the option of the holder thereof upon two days prior written notice to the
Registrant. The Common Shares being registered hereby constitute the Full Voting Common Shares into which such DVI Shares are
convertible. See "Plan of Distribution."
(3) Previously paid.
</TABLE>
--------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================
<PAGE>
[The information in this preliminary prospectus is not complete and may be
changed. The selling shareholder may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.]
PROSPECTUS
----------
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 21, 2000
1,000,000 Common Shares
RENAISSANCERE HOLDINGS LTD.
This prospectus relates to the offer and sale of up to 1,000,000 of our
common shares which are owned by one of our shareholders. The selling
shareholder may offer its shares publicly or through private transactions at
prevailing market prices, at negotiated prices or through a combination of
methods of sale.
We will not receive any of the proceeds from the sale of the shares by the
selling shareholder.
Our common shares are listed on the New York Stock Exchange under the
symbol "RNR." On June 20, 2000, the closing price of the common shares, as
reported by the New York Stock Exchange, was $42 9/16 per share.
See "Risk Factors" beginning on page 4 for a discussion of certain factors
that should be considered by prospective investors.
--------------------------------------------------------------------------------
You should read this prospectus and any prospectus supplement carefully
before you invest.
--------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is , 2000.
<PAGE>
For North Carolina investors: These securities have not been approved or
disapproved by the Commissioner of Insurance for the State of North Carolina,
nor has the Commissioner of Insurance ruled upon the accuracy or the adequacy of
this document. The buyer in North Carolina understands that neither
RenaissanceRe Holdings Ltd. nor its subsidiaries are licensed in North Carolina
pursuant to Chapter 58 of the North Carolina General Statutes, nor could they
meet the basic admissions requirements imposed by such chapter at the present
time.
<PAGE>
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS..........................................................1
ABOUT RENAISSANCERE............................................................1
ABOUT THIS OFFERING............................................................2
RISK FACTORS...................................................................4
USE OF PROCEEDS................................................................9
SELECTED FINANCIAL DATA.......................................................10
SELLING SHAREHOLDER...........................................................12
PLAN OF DISTRIBUTION..........................................................12
LEGAL MATTERS.................................................................13
EXPERTS.......................................................................14
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL
SECURITIES LAWS...............................................................14
WHERE YOU CAN FIND MORE INFORMATION...........................................14
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...............................16
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. From time to time, we may provide
a prospectus supplement to add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information." All references to "we," "our" or "RenaissanceRe"
refer to RenaissanceRe Holdings Ltd. and its subsidiaries.
ABOUT RENAISSANCERE
Overview
RenaissanceRe Holdings Ltd. is a Bermuda company with its registered and
principal executive offices located at Renaissance House, 8-12 East Broadway,
Pembroke HM 19 Bermuda, telephone (441) 295-4513. Our principal business is
property catastrophe reinsurance, written on a worldwide basis through
Renaissance Reinsurance Ltd. ("Renaissance Reinsurance"), a Bermuda company and
wholly owned subsidiary. Some of our coverages in Europe are provided through
Renaissance Reinsurance of Europe, a wholly owned subsidiary organized in
Ireland. Based on gross premiums written, we are one of the largest providers of
property catastrophe reinsurance coverage in the world.
We provide property catastrophe reinsurance coverage to insurance companies
and other reinsurers primarily on an excess of loss basis. Excess of loss
catastrophe coverage generally provides coverage for claims arising from large
natural catastrophes, such as earthquakes and hurricanes, in excess of a
specified loss. The coverages we provide also expose us to claims arising from
other natural and man-made catastrophes such as winter storms, freezes, floods,
fires and tornadoes.
Strategy
The principal components of our business strategy are to:
o Focus on the property catastrophe reinsurance business. Property
catastrophe reinsurance represented approximately 80% of our gross
premiums written in 1999, 77% in 1998 and 97% in 1997, respectively.
o Build a superior portfolio of property catastrophe reinsurance by
utilizing proprietary modeling capabilities. We have developed a
proprietary, computer based pricing and exposure management system,
which we call REMS(C), to assess property catastrophe risks, price
treaties and to limit overall exposure.
o Utilize our capital base efficiently while maintaining prudent risk
levels in our reinsurance portfolio. We manage our risks through a
variety of means, including the use of contract terms, portfolio
selection methodology, diversification criteria and probability
analyses. By using these methods and by employing our proprietary
modeling capabilities, we attempt to construct a portfolio of
reinsurance contracts that maximizes the use of our capital and
optimizes the risk-reward characteristics of our portfolio.
o Capitalize on the experience and skill of management. Our senior
management team has extensive experience in the reinsurance and/or
insurance industries, with an average of approximately 19 years of
experience for each of our four senior executives.
<PAGE>
o Build and maintain long-term relationships with brokers and clients.
We market our reinsurance products worldwide exclusively through
reinsurance brokers. We believe that we have established a reputation
with our brokers and clients for prompt response on underwriting
submissions, for fast claims payments and for the development of
customized reinsurance programs.
o Maintain a low cost structure. Our management believes that as a
result of our ability to maintain a small staff and by basing
operations in the favorable regulatory and tax environment of Bermuda,
we are able to maintain low operating costs relative to our capital
base and net premiums earned.
o Leverage our modeling expertise by expanding into other insurance
markets with significant natural catastrophe exposures. We are
reviewing opportunities in the United States to write new lines of
business including primary insurance, where natural catastrophe
exposures represent a significant component of the overall exposure.
Underwriting
Our experienced management team assesses underwriting decisions on the
basis of the expected incremental return on equity of each new reinsurance
contract in relation to our overall portfolio of reinsurance contracts. To
facilitate this, we have developed REMS(C), a proprietary, computer-based
pricing and exposure management system. We utilize REMS(C) to assess property
catastrophe risks, price treaties and limit aggregate exposure. REMS(C) was
developed with consulting assistance from Tillinghast, an actuarial consulting
unit of Towers, Perrin, Forster & Crosby, Inc., and Applied Insurance Research,
Inc., the developer of the CATMAPTM system. We combine the analyses generated by
REMS(C) with our own knowledge of the client submitting the proposed program to
assess the premium offered against the risk of loss that such program presents.
Marketing
We market our reinsurance products worldwide exclusively through
reinsurance brokers. We receive program submissions from a wide variety of these
brokers. We are highly selective in writing reinsurance contracts. For the year
ended December 31, 1999, we received approximately 1,474 program submissions. We
extended reinsurance coverage for only 348 programs, or only 23.6 percent of the
program submissions we received.
Recent Development
On March 31, 2000, Warburg, Pincus Investors, L.P. ("WPI"), one of our
founding institutional shareholders, distributed substantially all of our common
shares owned by it to the partners of WPI. Kewsong Lee, a member and managing
director of E.M. Warburg, Pincus & Co. LLC and a general partner of Warburg,
Pincus & Co., an affiliate of WPI, continues to serve on our board.
ABOUT THIS OFFERING
All of the common shares that are being offered in connection with this
prospectus are owned by one of our shareholders. We will not receive any of the
proceeds from the sale of these shares.
The selling shareholder may offer the shares publicly or through private
transactions at prevailing market prices, at negotiated prices or through a
combination of methods of sale.
2
<PAGE>
All of the shares being sold by the selling shareholder in this offering
are shares of our Diluted Voting Class I Common Shares, par value $1.00 per
share. We refer to these Diluted Voting shares in this prospectus as the "DVI
Shares". The DVI Shares have limited voting rights. Each DVI Share is
convertible into one share of our full voting common shares at the option of the
holder. In order to convert, the holder must provide us with written notice at
least two days prior to the time the holder wishes to convert.
The selling shareholder has informed us that it will sell the shares
through one or more brokers or dealers. These brokers or dealers will purchase
the DVI Shares from the selling shareholder, convert the DVI Shares into full
voting common shares, and then resell the full voting common shares.
3
<PAGE>
RISK FACTORS
Before you invest in the common shares, you should be aware of the risks
described below. You should carefully consider these risk factors together with
all other information included or incorporated in this prospectus before you
decide to invest in the common shares.
Because of our exposure to catastrophic events, our financial results may vary
significantly from one period to the next.
We primarily underwrite property catastrophe reinsurance and have large
overall exposure to natural and man-made disasters. Our property catastrophe
reinsurance contracts cover unpredictable events such as earthquakes,
hurricanes, winter storms, freezes, floods, fires, tornadoes and other man-made
or natural disasters. As a result, our operating results have historically been,
and we expect will continue to be, largely affected by relatively few events of
high magnitude. Under the policies that we write, we generally do not experience
significant claims until insured industry losses reach or exceed several hundred
million dollars. Claims from catastrophic events could cause substantial
volatility in our financial results for any fiscal quarter or year and adversely
affect our financial condition or results of operations. Our ability to write
new business could also be impacted. We believe that increases in the values and
concentrations of insured property and the effects of inflation will increase
the severity of such occurrences per year in the future.
If actual claims exceed our claim reserves, our financial results could be
adversely affected.
Claims reserves are estimates made using actuarial and statistical
projections at a given point in time of our expectations of the ultimate
settlement and administration costs of claims incurred. We utilize actuarial and
computer models as well as historical reinsurance industry loss statistics to
assist in the establishment of appropriate claim reserves. Nevertheless, actual
claims and claim expenses paid might exceed, perhaps substantially, the reserve
estimates reflected in our financial statements. If this happens, we will be
required to increase claim reserves. This will reduce our net income by a
corresponding amount in the period in which the deficiency is identified.
Because we are a holding company, we are dependent on dividends and payments
from our subsidiaries.
As a holding company with no direct operations, we rely on investment
income, cash dividends and other permitted payments from our subsidiaries to
make principal and interest payments on our debt and to pay dividends to our
shareholders. Bermuda law and regulations require our subsidiaries to maintain a
minimum solvency margin and minimum liquidity ratio, and prohibits dividends
that would result in a breach of these requirements. If our subsidiaries are
restricted from paying dividends to us, we may be unable to pay dividends or to
repay our indebtedness.
If we cannot obtain reinsurance to reduce our risk, our business may be
adversely impacted.
We purchase reinsurance protection to reduce our risk on policies we write
directly. We expect that reducing our insurance risks through reinsurance will
continue to be important to us. Although our reinsurance is currently maintained
with reinsurers rated "A" (Excellent) or better by A.M. Best, a reinsurer's
insolvency or inability to make payments under the terms of its reinsurance
treaty with us could have a material adverse effect on us. In addition, we
cannot assure you that reinsurance will remain continuously available to us to
the same extent and on the same terms as are currently available.
4
<PAGE>
The supply of reinsurance may exceed demand in the future, which would affect
our profitability.
Demand for reinsurance depends on numerous factors, including frequency of
occurrence or severity of catastrophic events, levels of capacity, general
economic conditions and underwriting results of primary property insurers. The
supply of reinsurance is related to prevailing prices and levels of surplus
capacity that, in turn, may fluctuate in response to changes in rates of return
being realized in the reinsurance industry. Premium rates or other terms and
conditions of trade may vary in the future. If any of these factors were to
cause the demand for reinsurance to fall or the supply to rise, our
profitability would be adversely affected.
We operate in a highly competitive environment.
The property catastrophe reinsurance industry is highly competitive. We
compete, and will continue to compete, with major U.S. and non-U.S. insurers and
property catastrophe reinsurers, including other Bermuda-based property
catastrophe reinsurers. Some of our competitors have greater financial,
marketing and management resources than we do. In addition, we may not be aware
of other companies that may be planning to enter the property catastrophe
reinsurance market or existing property catastrophe reinsurers that may be
planning to raise additional capital.
A number of new, proposed or potential legislative or industry developments
could further increase competition in our industry. These developments include:
o programs in Hawaii and Florida in which state- sponsored entities
provide property insurance in catastrophe prone areas;
o the formation of the California Earthquake Authority, the first
privately financed, publicly operated residential earthquake insurance
pool, which provides earthquake insurance to California homeowners;
o the creation of alternative products from capital market participants
that will compete with the catastrophe reinsurance markets;
o Lloyds of London's recent decision to permit its syndicates to accept
capital from corporate investors; and
o the enactment of the Gramm-Leach-Bliley Act of 1999, which could
result in increased competition from new entrants to our markets.
New competition from these developments could cause the demand for
reinsurance to fall which would adversely affect our profitability.
Renaissance Reinsurance is not licensed or admitted in the U.S.
Renaissance Reinsurance is a registered Bermuda insurance company and is
not licensed or admitted as an insurer in any jurisdiction in the United States.
Because jurisdictions in the United States do not permit insurance companies to
take credit for reinsurance obtained from unlicensed or non-admitted insurers on
their statutory financial statements unless security is posted, Renaissance
Reinsurance's contracts generally require it to post a letter of credit or
provide other security after a reinsured reports a claim. In order to post these
letters of credit, issuing banks generally require us to provide collateral
equal to 115% of such amounts. While many of our competitors presently are also
not
5
<PAGE>
licensed or admitted as an insurer in any U.S. jurisdiction, our non-admitted
status could put us at a competitive disadvantage in the future to other
reinsurers that are licensed and admitted in U.S. jurisdictions.
The covenants in our debt agreements restrict our financial and operational
flexibility, which could have an adverse affect on our results of operations.
We have incurred significant indebtedness. As of December 31, 1999, we had
approximately $340 million of bank loans and junior subordinated debentures
outstanding. The agreements covering this indebtedness contain numerous
covenants that restrict, among other things, our ability to borrow money, make
particular types of investments or other restricted payments, sell assets or
merge or consolidate. These agreements also requires us to maintain specified
financial ratios. If we fail to comply with these covenants or meet these
financial ratios, the lenders under our credit facility or the holders of the
junior subordinated debentures could declare a default and demand immediate
repayment of all amounts owing to them. In addition, the terms of the junior
subordinated debentures do not allow us to (1) declare or pay any dividends on,
or (2) redeem, purchase or acquire, or (3) make a liquidation payment with
respect to, any of our capital stock if we are in default under the junior
subordinated debentures or if we have given notice of our intention to defer our
payment obligations under these debentures.
The loss of one or more key employees could adversely affect us.
Our success has depended, and will continue to depend, in substantial part
upon the continued service of our senior management team and, in particular, of
James N. Stanard, our Chairman, President and Chief Executive Officer. If Mr.
Stanard becomes unable to continue in his present role, our business could be
materially adversely affected. Mr. Stanard's employment agreement with us
expires on July 1, 2001 or one year following a change of control.
Our ability to execute our business strategy is dependent on our ability to
retain a staff of qualified underwriters and service personnel. We cannot assure
you that we will be successful in attracting and retaining qualified employees.
We do not currently maintain key man life insurance policies with respect to any
of our employees.
If we are unable to obtain extensions of work permits for our employees, our
business will be adversely affected.
Under Bermuda law, non-Bermudians may not engage in any gainful occupation
in Bermuda without the specific permission of the appropriate government
authority. The Bermuda government will issue a permit for a specific period of
time, which may be extended upon showing that, after proper public
advertisement, no Bermudian (or spouse of a Bermudian) is available who meets
the minimum standards for the advertised position. All of our executive officers
and many of our employees are working in Bermuda under work permits that will
expire over the next three years. Although we are not currently aware of any
specific difficulties in connection with renewing the work permits for these
officers and employees, it is possible that the Bermuda government will refuse
to extend these work permits. If any of our executive officers were not
permitted to remain in Bermuda, our operations could be disrupted and our
financial performance could be adversely affected as a result.
6
<PAGE>
Because we depend on a few reinsurance brokers for a large portion of revenue,
loss of business provided by them could adversely affect us.
We market our reinsurance products worldwide exclusively through
reinsurance brokers. Five brokerage firms accounted for 78.8%, 64.2%, 70.1% and
58.5% of our net premiums written for the years ended December 31, 1999, 1998,
1997 and 1996, respectively. Loss of all or a substantial portion of the
business provided by these brokers could have a material adverse effect on us.
Our reliance on reinsurance brokers exposes us to their credit risk.
In accordance with industry practice, we frequently pay amounts owed on
claims under our policies to reinsurance brokers, and these brokers, in turn,
pay these amounts over to the insurers that have reinsured a portion of their
liabilities with us (we refer to these insurers as ceding insurers). In some
jurisdictions, if a broker failed to make such a payment, we might remain liable
to the ceding insurer for the deficiency. Conversely, in certain jurisdictions,
when the ceding insurer pays premiums for these policies to reinsurance brokers
for payment over to us, these premiums are considered to have been paid and the
ceding insurer will no longer be liable to us for those amounts, whether or not
we have actually received the premiums. Consequently, in connection with the
settlement of reinsurance balances, we assume a degree of credit risk associated
with brokers around the world.
Regulatory challenges in the United States or elsewhere could result in
restrictions on our ability to operate.
Renaissance Reinsurance is not licensed or admitted to do business in any
jurisdiction except Bermuda. Renaissance Reinsurance conducts its business from
its principal offices in Bermuda and does not maintain an office in the United
States. Recently, the insurance and reinsurance regulatory framework has been
subject to increased scrutiny in many jurisdictions, including the United States
and various states in the United States. We do not believe that Renaissance
Reinsurance is subject to the insurance laws of any state in the United States.
Nevertheless, we could face inquiries or challenges to the operations of
Renaissance Reinsurance in the future.
Glencoe Insurance Ltd., our wholly-owned subsidiary, is a licensed,
non-admitted insurer in 29 states of the United States and is subject to the
regulation and reporting requirements of these states. Our strategy to expand
into additional insurance markets could cause Glencoe or other U.S.-based
subsidiaries to become subject to regulation in additional jurisdictions.
If Renaissance Reinsurance or Glencoe were to become subject to the laws of
the United States, or any state, or of any other country applicable to admitted
insurers, they may not be in compliance with these laws. Any failure to comply
with applicable laws in the future could result in the imposition of significant
restrictions on our ability to do business, as well as fines and other
sanctions, any or all of which could adversely affect our financial results and
operations.
We may be adversely affected by foreign currency fluctuations.
Our functional currency is the U.S. dollar. A substantial portion of our
premium is written in currencies other than the U.S. dollar and we maintain a
portion of our cash equivalent investments in currencies other than the U.S.
dollar. We may, from time to time, experience losses resulting from fluctuations
in the values of these foreign currencies, which could adversely affect our
operating results.
7
<PAGE>
We could become subject to U.S. corporate income tax.
We believe that, to date, Renaissance Reinsurance and Glencoe have operated
and, in the future, will continue to operate their businesses in a manner that
will not cause either to be treated as being engaged in a trade or business in
the United States. However, if the United States Internal Revenue Service
("IRS") successfully contended that Renaissance Reinsurance or Glencoe is
engaged in such a trade or business in the United States, Renaissance
Reinsurance or Glencoe would, unless exempted from tax by the United
States-Bermuda income tax treaty, be subject to U.S. corporate income tax on
that portion of its net income treated as effectively connected with a U.S.
trade or business, as well as the U.S. corporate branch profits tax.
Even if the IRS were to contend successfully that Renaissance Reinsurance
or Glencoe was engaged in a U.S. trade or business, the United States-Bermuda
income tax treaty could preclude the United States from taxing Renaissance
Reinsurance or Glencoe on its net premium income except to the extent that such
income were attributable to a permanent establishment maintained by Renaissance
Reinsurance or Glencoe in the United States. Although we believe that neither
Renaissance Reinsurance nor Glencoe has a permanent establishment in the United
States, we cannot assure you that the IRS will not successfully contend that
Renaissance Reinsurance or Glencoe has such an establishment and therefore is
subject to taxation.
If Renaissance Reinsurance or Glencoe were considered to be engaged in a
U.S. trade or business and it were considered not to be entitled to the benefits
of the permanent establishment clause of the United States-Bermuda income
treaty, and, thus, subject to U.S. income tax, our results of operations and
cash flows could be materially adversely affected.
The large number of shares eligible for future sale or registration could have
an adverse effect on the market price of the common shares.
Public or private sales of substantial amounts of the common shares
following the offering, or the perception that these sales could occur, could
adversely affect the market price of the common shares as well as our ability to
raise additional capital in the public equity markets at a desirable time and
price. The common shares sold in the offering will be freely tradable without
restriction or further registration under the U.S. Securities Act of 1933, as
amended, by persons other than our "affiliates" within the meaning of Rule 144
promulgated under the Securities Act. Following the completion of the offering,
PT Investments, Inc., United States Fidelity and Guaranty Company and management
will hold a total of 5,136,064 common shares, all of which will be eligible for
sale in the public market, subject to compliance with Rule 144.
Additionally, the PT Investments, United States Fidelity and Guaranty
Company and management have the right to require us to register under the
Securities Act any common shares held by them. We may also provide for the
registration of shares currently held or acquired in the future by employees
under compensation arrangements, which will permit these shares to be sold in
the public market from time to time.
Some aspects of our corporate structure may discourage third party takeovers.
Some provisions of our Memorandum of Association and Bye-Laws have the
effect of making more difficult or discouraging unsolicited takeover bids from
third parties. While these provisions have the effect of encouraging persons
seeking to acquire control of us to negotiate with our board of directors,
8
<PAGE>
they could also discourage a prospective acquirer from making a tender offer or
otherwise attempting to attain control of us.
We indirectly own DeSoto Insurance Ltd., a Florida domiciled special
purpose insurance company, and Nobel, a Texas domiciled insurance company. Our
ownership of DeSoto and Nobel can, under applicable state insurance company laws
and regulations, delay or impede a change of control of RenaissanceRe. Under
applicable Florida and Texas insurance regulations, any proposed purchase of 10%
or more of our voting securities would require the prior approval of the Florida
and Texas insurance regulatory authorities.
Our institutional shareholders and management may substantially influence
certain actions requiring shareholders approval.
As of June 1, 2000, PT Investments, Inc. (the selling shareholder in this
offering) and United States Fidelity and Guaranty Company and our executive
officers owned 14.53%, 8.97% and 8.38%, respectively, of the common shares,
representing approximately 9.90%, 9.45% and 8.83%, respectively, of the
outstanding voting power. After giving effect to the sales of our common shares
contemplated in this offering, PT Investments, Inc. will own 9.34% of the common
shares, representing approximately 9.34% of the outstanding voting power. Under
our Bye-laws and a shareholders agreement, PT Investments, Inc., United States
Fidelity and Guaranty Company and management have the ability, if they vote
together, to substantially influence certain actions requiring shareholder
approval, including:
o electing members of our board of directors;
o adopting amendments to our Memorandum of Association and the Bye-Laws;
and
o approving a merger or consolidation, liquidation or sale of all or
substantially all of our assets.
Investors may have difficulties in serving process or enforcing judgments
against us in the United States.
We are a Bermuda company. In addition, certain of our officers and
directors reside in countries outside the United States. All or a substantial
portion of our assets and the assets of these officers and directors are or may
be located outside the United States. We have appointed an agent in New York,
New York to receive service of process for actions based on offers and sales of
the common shares covered by this prospectus. Nevertheless, investors may have
difficulty effecting service of process within the United States on our
directors and officers who reside outside the United States or to recover
against us or these directors and officers on judgments of United States courts
based on civil liabilities provisions of the United States federal securities
laws.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares. The selling
shareholder will receive all proceeds. See "Selling Shareholder."
9
<PAGE>
SELECTED FINANCIAL DATA
(in thousands, except per share data)
The following table sets forth our selected financial data and other
financial information as of March 31, 2000 and as of each of December 31, 1999,
1998, 1997, 1996 and 1995, and for the period ended March 31, 2000 and for each
of the years ended December 31, 1999, 1998, 1997, 1996 and 1995. The balance
sheet data as of December 31, 1999, 1998, 1997, 1996 and 1995 and the statement
of income data for the years ended December 31, 1999, 1998, 1997, 1996 and 1995
were derived from our audited Consolidated Financial Statements, which have been
audited by Ernst & Young, our independent auditors. The balance sheet data as of
March 31, 2000 and the statement of income data for the period January 1, 2000
through March 31, 2000 were derived from our unaudited interim financial
statements. The unaudited interim financial statements include all adjustments,
consisting of normal recurring accruals that we consider necessary for a fair
presentation of the financial position and results of operations for that
period. The results of operations for any interim period are not necessarily
indicative of results for the full fiscal year. You should read the selected
financial data in conjunction with our Consolidated Financial Statements and
related Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the 1999 10-K and the Forms 10-Q
incorporated herein by reference and all other information appearing elsewhere
in this Prospectus. See "Where you can find more information."
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------
Three Months Ended
March 31, 2000 1999 1998 1997 1996 1995
------------------ --------- -------- -------- -------- ---------
Statement of Income Data:
<S> <C> <C> <C> <C> <C> <C>
Gross premiums written............... $160,471 $351,305 $270,460 $228,287 $269,913 $292,607
Net premiums written................. 103,364 213,513 195,019 195,752 251,564 289,928
Net premiums earned.................. 52,765 221,117 204,947 211,490 252,828 288,886
Net investment income................ 18,467 60,334 52,834 49,573 44,280 32,320
Net realized gains (losses) on sale
of investments.................... (6,787) (15,720) (6,890) (2,895) (2,938) 2,315
Claims and claim expenses incurred... 17,713 77,141 112,752 50,015 86,945 110,555
Acquisition costs.................... 7,242 25,500 26,506 25,227 26,162 29,286
Operational expenses................. 7,807 36,768 34,525 25,131 16,731 10,448
Pre-tax income....................... 24,495 102,716 54,102 139,249 156,160 165,322
Net income........................... 24,075 104,241 74,577 139,249 156,160 165,322
Net income available to common
shareholders...................... 24,075 104,241 74,577 139,249 156,160 162,786
Net income per Common Share - $ 1.24 $ 5.05 $ 3.33 $ 6.06 $ 6.01 $ 6.75
Diluted(1)...........................
Dividends per Common Share........... $ .375 $ 1.40 $ 1.20 $ 1.00 $ .80 $ .16
Weighted average Common Shares
outstanding....................... 19,475 20,628 22,428 22,967 25,994 24,121
Other Data:
Claims/claim expense ratio........... 33.6% 34.9% 55.0% 23.7% 34.3% 38.3%
Underwriting expense ratio........... 28.5% 28.1% 29.8 23.8 17.0 13.7
-------- ---------- ---------- ---------- ---------- -----------
Combined ratio....................... 62.1% 63.0% 84.8% 47.5% 51.3% 52.0%
======== ========== ========== ========== ========== ===========
Operating Return on average
shareholders' equity(2)........... 20.0%(3) 19.8% 19.2% 25.0% 29.8% 43.2%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------------
At March 31
2000 1999 1998 1997 1996 1995
----------- ---------- ---------- ---------- --------- ---------
Balance Sheet Data:
<S> <C> <C> <C> <C> <C> <C>
Total investments and cash........................... $1,129,250 $1,074,781 $ 942,309 $ 859,467 $ 802,466 $ 667,999
Total assets......................................... 1,690,758 1,617,243 1,356,164 960,749 904,764 757,060
Reserve for claims and claim expenses................ 463,615 478,601 298,829 110,037 105,421 100,445
Reserve for unearned premiums........................ 167,315 98,386 94,466 57,008 65,617 60,444
Bank loans........................................... 250,000 250,000 100,000 50,000 150,000 100,000
Company obligated mandatorily redeemable capital
securities of a subsidiary trust holding solely
junior subordinated debentures of the Company(4).. 89,630 89,630 100,000 100,000 -- --
Total shareholders' equity(5)........................ 609,851 600,329 612,232 598,703 546,203 486,336
Book value per Common Share(5)....................... $ 31.40 $ 30.50 $ 28.28 $ 26.68 $ 23.21 $ 18.99
Common Shares outstanding(5)......................... 19,423 19,686 21,646 22,441 23,531 25,605
--------------------
(1) Net income per share was calculated by dividing net income available to common shareholders by the number of weighted average
Common Shares and Common Share equivalents outstanding. Common Share equivalents are calculated on the basis of the treasury
stock method.
(2) Operating income excludes net realized gains or losses on investments and an after tax charge of $40.1 million taken in the
fourth quarter of 1998 relating to Nobel.
(3) Return on average shareholders' equity for a period of less than a full year is calculated by annualizing the net income
available to Common Shareholders for such period and dividing it by beginning shareholders' equity; plus one-half of such
annualized net income; less one-half of the dividends paid or payable as of the balance sheet date adjusted by one-half of the
dollar value of the year-to-date capital transactions (i.e., share issuances or repurchases).
(4) This item reflects $100.0 million aggregate liquidation amount of the Capital Securities issued by a subsidiary trust. The sole
assets of the trust are $103.1 million aggregate principal amount of 8.54% Junior Subordinated Debentures due March 1, 2027
issued by the Company.
(5) Book value per Common Share was computed by dividing total shareholders' equity by the number of outstanding Common Shares.
</TABLE>
11
<PAGE>
SELLING SHAREHOLDER
The following table provides certain information with respect to the common
shares beneficially owned by the selling shareholder as of June 1, 2000, and the
amount of shares offered hereunder. Because the selling shareholder may offer
some or all of the shares in an offering that is not underwritten on a firm
commitment basis, we cannot estimate the amount of securities that will be held
by the selling shareholder after completion of the offering. See "Plan Of
Distribution." To the extent required, the specific securities to be sold, the
name of the selling shareholder effecting the sale, the names of any agent,
dealer or underwriter participating in the sale, and any applicable commission
or discount with respect to the sale will be set forth in a supplement to this
prospectus. The nature of the positions, offices or other material relationships
that certain shareholders have had with us or any of our predecessors or
affiliates within the past three years are set forth in documents incorporated
into this prospectus by reference. The securities offered by means of this
prospectus may be offered from time to time by the selling shareholder named
below:
<TABLE>
<CAPTION>
Shares to be Offered for the
Shares Owned Prior to the Selling Shareholder's Account
Selling Shareholder Offering(1)
------------------------------------------------ ----------------------------- ------------------------------
<S> <C> <C>
PT Investments, Inc.
3003 Summer Street
Stamford, Connecticut 06904 2,797,504(2) 1,000,000(3)
------------------
(1) Each named person is deemed to be the beneficial owner of securities that may be acquired within 60 days through
the exercise of options, warrants or other rights, if any.
(2) Consists of 2,448,504 DVI Shares and 349,000 full voting common shares. DVI Shares entitle the holder to one
vote for each DVI Share. Each holder of DVI Shares is entitled to a fixed voting interest in RenaissanceRe of up
to 9.9% of all outstanding voting rights attached to the full voting common shares, taking into account the
percentage interest in RenaissanceRe represented by full voting common shares owned directly, indirectly, or
constructively by the holder within the meaning of Section 958 of the Internal Revenue Code and applicable rules
and regulations thereunder. The DVI Shares are convertible into an equal number of our full voting common shares
on a one-for-one basis at the option of the holder thereof upon two days prior written notice to us.
(3) Consists solely of DVI Shares.
</TABLE>
PLAN OF DISTRIBUTION
All of the shares being sold by the selling shareholder in this offering
are DVI Shares, which are convertible into an equal number of our full voting
common shares on a one-for-one basis at the option of the holder upon two days
prior written notice to us. We have agreed with the selling shareholder,
pursuant to the Amended and Restated Registration Rights Agreement between
RenaissanceRe and the Investors party thereto, dated as of March 23, 1998, that
it is a condition to the delivery of the DVI Shares that, immediately following
the sale of these shares by the selling shareholder, they be converted into full
voting common shares.
The selling shareholder has informed us that it will sell the shares
through one or more brokers or dealers in transactions in which the broker or
dealer so engaged will purchase the DVI Shares, convert them, and resell full
voting common shares as principal to facilitate the transaction. Accordingly,
all of
12
<PAGE>
the shares to be resold by a broker or dealer acting as a principal will consist
solely of full voting common shares. Alternatively, any shares to be otherwise
purchased for the account of any party will be required to be so converted. The
selling shareholder has advised us that the shares may be sold from time to
time, upon compliance with applicable "Blue Sky" law, in transactions effected
on the New York Stock Exchange or through the facilities of any national
securities association on which any of the shares are then listed, admitted to
unlisted trading privileges or included for quotation, in the over-the-counter
market or otherwise. The selling shareholder has advised us that it has not
entered into any definitive selling arrangement with any broker-dealer or agent.
We will not receive any of the proceeds from the sale of the shares by the
selling shareholder.
Alternatively, the selling shareholder may from time to time offer the
securities covered by this prospectus:
o through underwriters, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions of commissions from
the selling shareholder and/or the purchasers of securities for whom
they may act as agents; or
o directly to one or more purchasers.
The selling shareholder and any underwriters, dealers or agents that
participate in the distribution of the shares offered under this prospectus may
be deemed to be underwriters, and any profit on the sale of shares by them and
any discounts, commissions or concessions received by them, might be deemed to
be underwriting discounts and commissions under the Securities Act. At the time
a particular underwritten offer of securities is made, to the extent required, a
supplement to this prospectus will be distributed that will set forth the
aggregate amount of securities being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, and
discounts, commissions and other items constituting compensation from the
selling shareholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The securities offered under this prospectus may be sold from time to time:
o in one or more transactions at market prices prevailing at the time of
sale;
o at a fixed offering price, which may be changed; or
o at varying prices determined at the time of sale or at negotiated
prices.
The selling shareholder will pay the commissions and discounts of
underwriters, dealers or agents, if any, incurred in connection with the sale of
the shares. We have agreed to pay all expenses incident to the offering and sale
of the shares to the public. We have also agreed with the selling shareholder to
provide reciprocal indemnification against certain liabilities in connection
with the registration statement, of which this prospectus is a part, including
liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters relating to the shares offered hereby will be passed
upon for RenaissanceRe by Conyers Dill & Pearman, Hamilton, Bermuda. Certain
Bermuda tax matters will be passed upon by Conyers Dill & Pearman. The
description of United States tax laws will be passed upon by Willkie Farr &
Gallagher.
13
<PAGE>
EXPERTS
The consolidated financial statements of RenaissanceRe incorporated by
reference in RenaissanceRe's Annual Report (Form 10-K) for the year ended
December 31, 1999, have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance on such report given upon the
authority of such firm as experts in accounting and auditing.
ENFORCEABILITY OF CIVIL LIABILITIES
UNDER UNITED STATES FEDERAL
SECURITIES LAWS
We are a Bermuda company. In addition, certain of our directors and
officers as well as certain of the experts named in this prospectus, reside
outside the United States, and all or a substantial portion of our assets and
their assets are located outside the United States. Therefore, it may be
difficult for investors to effect service of process within the United States
upon those persons or to recover against us or those persons on judgments of
courts in the United States, including judgments based on civil liabilities
provisions of the United States federal securities laws.
We have been advised by Conyers Dill & Pearman, our Bermuda counsel, that
the United States and Bermuda do not currently have a treaty providing for
reciprocal recognition and enforcement of judgments in civil and commercial
matters. We also have been advised by Conyers Dill & Pearman that there is doubt
as to whether the courts of Bermuda would enforce (1) judgments of United States
courts based on the civil liability provisions of the United States federal
securities laws obtained in actions against us or our directors and officers,
and (2) original actions brought in Bermuda against us or our officers and
directors based solely upon the United States federal securities laws. A Bermuda
court may, however, impose civil liability on us or our directors or officers in
a suit brought in the Supreme Court of Bermuda provided that the facts alleged
constitute or give rise to a cause of action under Bermuda law. Certain remedies
available under the laws of U.S. jurisdictions, including certain remedies under
the U.S. federal securities laws, would not be allowed in Bermuda courts to the
extent that they are contrary to public policy.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith file reports, proxy
statements, and other information with the SEC. We have filed a registration
statement of which this prospectus forms a part. The registration statement,
including the attached exhibits, contains additional information about our
common shares. The rules and regulations of the SEC allow us to omit some of the
information included in the registration statement from this prospectus.
Our SEC filings are available to the public over the Internet at the SEC's
web site at http://www.sec.gov. You may also read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available at the offices
of The New York Stock Exchange, in New York, New York. Our web site is located
at http://www.renre.com. Information contained on our web site does not
constitute part of this prospectus.
14
<PAGE>
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference our documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
selling shareholder sells all of the shares.
o Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and
o The description of our common shares set forth in our registration
statement filed under the Exchange Act on Form 8-A on July 24, 1995,
including any amendment or report for the purpose of updating such
description.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
RenaissanceRe Holdings Ltd.
Attn: Martin Merritt, Secretary
P.O. Box 2527
Hamilton, HMGX
Bermuda
(441) 295-4513
You should rely only on the information contained in or incorporated by
reference in this prospectus or any prospectus supplement. Neither we nor the
selling shareholder has authorized anyone to provide you with different
information. We are not making an offer of shares in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of those documents.
15
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Any written or oral statements made by
us or on our behalf may include forward-looking statements which reflect our
current views with respect to future events and financial performance. These
forward-looking statements relate, among other things, to our plans and
objectives for future operations. These forward-looking statements are subject
to uncertainties and other factors that could cause actual results to differ
materially from such statements. These uncertainties and other factors (which we
describe in more detail elsewhere in this prospectus and in our SEC filings that
we have incorporated by reference) include, but are not limited to:
o the occurrence of catastrophic events with a frequency or severity
exceeding our estimates;
o a decrease in the level of demand for our reinsurance or insurance
business, or increased competition in the industry;
o the lowering or loss of one of our financial or claims-paying ratings,
including those of our subsidiaries;
o risks associated with implementing our business strategies;
o uncertainties in our reserving process;
o failure of our reinsurers to honor their obligations;
o actions of our competitors, including industry consolidation;
o increased competition from alternative sources of risk management
products, such as the capital markets;
o loss of services of any one of our key executive officers;
o the passage of federal or state legislation subjecting our insurance
subsidiary, Renaissance Reinsurance, to supervision or regulation,
including additional tax regulation, in the United States or other
jurisdictions in which we operate;
o challenges by insurance regulators in the United States to Renaissance
Reinsurance's claim of exemption from insurance regulation under the
current laws;
o changes in economic conditions, including currency rate conditions
which could affect our investment portfolio; and
o a contention by the IRS that Renaissance Reinsurance is engaged in the
conduct of a trade or business within the U.S.
The words "believe," "anticipate," "project," "expect," "intend," "will
likely result" or "will continue" and similar expressions identify
forward-looking statements. We caution readers not to place undue reliance on
these forward-looking statements, which speak only as of their dates. We have
described some important factors that could cause our actual results to differ
materially from our
16
<PAGE>
expectations in this prospectus, including in the section titled "Risk Factors."
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following sets forth the estimated expenses and costs in connection
with the issuance and distribution of the securities being registered hereby.
All such expenses will be borne by RenaissanceRe.
SEC registration fees.................................... $11,203.50
Legal fees and expenses.................................. 75,000.00
Accounting fees and expenses............................. 2,500.00
Blue Sky fees and expenses............................... 1,000.00
Transfer agent fees and expenses......................... 2,000.00
Printing expenses........................................ 5,000.00
Miscellaneous............................................ 3,296.50
Total........................................... $100,000.00
--------------------------------------------------------------------------------
Item 15. Indemnification of Directors and Officers.
Section 98 of the Companies Act of 1981 of Bermuda (the "Act") provides
generally that a Bermuda company may indemnify its directors, officers and
auditors against any liability that by virtue of Bermuda law otherwise would be
imposed on them, except in cases where such liability arises from the fraud or
dishonesty of which such director, officer or auditor may be guilty in relation
to the company. Section 98 further provides that a Bermudian company may
indemnify its directors, officers and auditors against any liability incurred by
them in defending any proceedings, whether civil or criminal, in which judgment
is awarded in their favor or in which they are acquitted or granted relief by
the Supreme Court of Bermuda in certain proceedings arising under Section 281 of
the Act.
We have adopted provisions in our Bye-Laws that provide that we shall
indemnify our officers and directors to the maximum extent permitted under the
Act, except where such liability arises from willful negligence or default.
We have entered into employment agreements with all of our executive
officers which each contain provisions pursuant to which we have agreed to
indemnify the executive as required by the Bye-Laws and maintain customary
insurance policies providing for indemnification.
We have purchased insurance on behalf of our directors and officers for
liabilities arising out of their capacities as such.
Item 16. Exhibits.
(a) Exhibits
No. Description
--------- -----------
* 3.1 Amended and Restated Bye-Laws of RenaissanceRe.
** 4.1 Specimen Common Stock certificate.
*** 5.1 Opinion of Conyers Dill & Pearman regarding legality of
securities.
<PAGE>
*** 8.1 Opinion of Willkie Farr & Gallagher as to certain tax
matters.
**** 10.1 Amended and Restated Registration Rights Agreement, dated as
of March 23, 1998, by and among RenaissanceRe, Warburg,
Pincus Investors, L.P., PT Investments Inc., GE Private
Placement Partners I-Insurance, Limited Partnership and
United States Fidelity and Guaranty Company.
*** 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 Powers of Attorney.
------------------------
* Incorporated by reference to RenaissanceRe's Quarterly Report on Form
10-Q for the fiscal period ended June 30, 1998 (Commission File No.
34-0-26512).
** Incorporated herein by reference to the identically numbered exhibit to
RenaissanceRe's Registration Statement on Form S-1 (Registration No.
33-70008), which was declared effective by the Commission on July 26,
1995.
*** Previously filed.
**** Incorporated by reference to RenaissanceRe's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 (Commission File No.
34-0-26512).
***** Included in the signature pages to the registration statement.
<PAGE>
Item 17. Undertakings.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) that, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed pursuant to Section 13 or
Section 15(d) of the Exchange Act;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
The Registrant also hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act and
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions, described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<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 Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 21st day of June, 2000.
RENAISSANCERE HOLDINGS LTD.
By: /s/ John M. Lummis
------------------------------
John M. Lummis
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ * President, Chief Executive Officer and Chairman June 21, 2000
---------------------------------
James N. Stanard of the Board of Directors (Principal Executive
Officer)
/s/ John M. Lummis Senior Vice President and Chief Financial June 21, 2000
---------------------------------
John M. Lummis Officer (Principal Financial and Accounting
Officer)
/s/ *
---------------------------------
William I. Riker Director & Executive Vice President June 21, 2000
/s/ * Director June 21, 2000
---------------------------------
Arthur S. Bahr
/s/ * Director June 21, 2000
---------------------------------
Thomas A. Cooper
/s/ * June 21, 2000
---------------------------------
Edmund B. Greene Director
<PAGE>
/s/ *
---------------------------------
Brian R. Hall Director June 21, 2000
/s/ *
---------------------------------
Gerald L. Igou Director June 21, 2000
/s/ *
---------------------------------
Kewsong Lee Director June 21, 2000
/s/ *
---------------------------------
Paul J. Liska Director June 21, 2000
/s/ *
---------------------------------
W. James MacGinnitie Director June 21, 2000
/s/ *
---------------------------------
Scott E. Pardee Director June 21, 2000
Renaissance U.S. Holdings Inc.
By: /s/ *
------------------------------
Name: Mark J. Rickey Authorized Representative in the United States June 21, 2000
Title: President
*By: /s/ John M. Lummis Attorney-in-Fact June 21, 2000
----------------------------
John M. Lummis
</TABLE>
