<PAGE>
As filed with the Securities and Exchange Commission on June 6, 2000
Registration No. 333- _____
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.)
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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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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
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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. [ ]
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(Cover continued on following page)
<PAGE>
(Cover continued from previous page)
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<TABLE>
CALCULATION OF REGISTRATION FEE
============================= ============== ============ ==================== ==============
<CAPTION>
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
----------------------------- -------------- ------------ -------------------- --------------
<S> <C> <C> <C> <C>
Common Shares, par value 1,000,000 $42 7/16 $42,437,500 $11,203.50
$1.00 per share(2) 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 owned 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."
</TABLE>
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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 6, 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. We have agreed to bear all expenses (other than selling
discounts, concessions or commissions) in connection with the registration and
sale of the shares being offered by the selling shareholder.
The common shares held by the selling shareholder consist solely of our
Diluted Voting Class I Common Shares, par value $1.00 per share (the "DVI
Shares"), which have limited voting rights. 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. The
common shares being registered hereby constitute the Full Voting Common Shares
into which such DVI Shares are convertible.
Our Full Voting Common Shares are listed on the NYSE under the symbol
"RNR." On June 5, 2000, the closing price of the common shares, as reported by
the NYSE, was $42 1/8 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.
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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>
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.
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
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES
LAWS...........................................................................1
ABOUT THIS PROSPECTUS..........................................................1
SUMMARY DESCRIPTION OF THE COMPANY.............................................1
RISK FACTORS...................................................................4
USE OF PROCEEDS...............................................................11
SELECTED FINANCIAL DATA.......................................................12
SELLING SHAREHOLDER...........................................................14
PLAN OF DISTRIBUTION..........................................................14
LEGAL MATTERS.................................................................15
EXPERTS.......................................................................16
WHERE YOU CAN FIND MORE INFORMATION...........................................16
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...............................17
<PAGE>
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.
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.
SUMMARY DESCRIPTION OF THE COMPANY
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 owed subsidiary. Certain of our coverages in Europe are provided through
Renaissance Reinsurance of Europe, a wholly owed 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. In connection with the coverages we provide, we are also exposed
to claims arising from other natural and man-made catastrophes such as winter
storms, freezes, floods, fires and tornadoes.
<PAGE>
Strategy
The principal components of our business strategy are to:
o Focus on the property catastrophe reinsurance business. Our primary focus
is property catastrophe reinsurance, which 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 assess 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. 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.
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
such measures and by employing our proprietary modeling capabilities, we
attempt to construct a portfolio of reinsurance contracts which maximizes
the use of our capital while optimizing the risk-reward characteristics of
our portfolio. We rely less on traditional ratios, such as net premiums
written to surplus, because we believe that such statistics do not
adequately reflect the risk in the property catastrophe reinsurance
business. Our management believes the level of net premiums written
relative to surplus does not reflect the composition of a reinsurer's
attachment points, aggregate limits, geographic diversification, and other
material elements of the risk exposures embodied in a reinsurer's book of
business.
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.
o Build and maintain long-term relationships with brokers and clients. We
market our reinsurance products worldwide exclusively through reinsurance
brokers. We believe that our existing portfolio of reinsurance business is
a valuable asset given the renewal practices of the reinsurance industry.
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. As of June 1, 2000, we, including Nobel Insurance Company
("Nobel"), had 78 employees.
o Leverage our modeling expertise by expanding into other insurance markets
with significant natural catastrophe exposures. We are reviewing
opportunities in the United
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<PAGE>
States to write new lines of business including primary insurance, where
natural catastrophe exposures represent a significant component of the
overall exposure.
Return on Shareholders' Equity
For the years ended December 31, 1999, 1998, 1997, 1996 and 1995, we
achieved returns on average shareholders' equity of 19.8%, 19.2%, 25.0%, 29.8%
and 43.2%, respectively, and combined ratios of 63.0%, 62.4%, 47.5%, 51.3% and
52.0%, respectively. 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. We achieved these results despite the occurrence of
various catastrophes, including the occurrence in January 1994 of the
Northridge, California earthquake, the second largest insured catastrophe loss
in U.S. history. During 1999 nine significant worldwide catastrophic events
occurred: the hail storms in Sydney, Australia in April; the mid-western
(Oklahoma) tornadoes in May; Hurricane Floyd in September; Typhoon Bart which
struck Japan in September; Turkish and Taiwanese earthquakes in August and
September, respectively; the Danish windstorm Anatol; and the French windstorms,
Lothar and Martin, in December. At least seven of these events are each expected
to cause over $1 billion of insured damages. These events caused net incurred
losses for Renaissance Reinsurance to increase to $64.4 million for 1999 or a
loss ratio of 32.7 percent, compared with $42.4 million for 1998 or a loss ratio
of 25.0 percent. Due to the potential high severity of claims related to the
property catastrophe reinsurance business, there can be no assurance that
Renaissance Reinsurance will continue to experience this level of net claims in
future years. See "Risk Factors." At December 31, 1999, the Company had total
assets of approximately $1,617 million and total shareholders' equity of
approximately $600 million.
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 such
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.
3
<PAGE>
RISK FACTORS
Before you invest in the common shares, you should be aware of various
risks, including those 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.
Our financial results may be volatile.
We primarily underwrite property catastrophe reinsurance and have large
aggregate exposure to natural and man-made 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. Our policies generally
include attachment points (the amount of loss above which excess of loss
reinsurance becomes operative) which require insured industry losses in excess
of several hundred million dollars before we experience significant claims,
although we are also exposed to smaller insured events. Claims from catastrophic
events could cause substantial volatility in our financial results for any
fiscal quarter or year and could have a material adverse effect on 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.
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. We seek to diversify our
reinsurance portfolio to moderate the volatility described in the preceding
paragraph. The principal means of diversification we employ are by geographic
coverage and structure of the reinsurance.
We also have in place a portfolio of reinsurance coverage to reduce our
exposure to certain events in certain geographic zones. We utilize REMS(C), a
proprietary, computer-based pricing and exposure management system, to simulate
40,000 years of catastrophe activity to obtain a probability distribution of
potential outcomes for our entire portfolio. In addition, we evaluate on a
deterministic basis our exposure to individual events to estimate the impact of
such events on us. Nonetheless, a single event or series of events could exceed
our estimates, either of which could have a material adverse effect on our
financial condition or results of operation.
There may be a change in demand for reinsurance.
Historically, property catastrophe reinsurers have experienced significant
fluctuations in operating results due to competition, frequency of occurrence or
severity of catastrophic events, levels of capacity, general economic conditions
and other factors. Demand for reinsurance is influenced significantly by
underwriting results of primary property insurers and prevailing general
economic conditions. 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. It is
possible that premium rates or other terms and conditions of trade could vary in
the future, that the present level of demand will not continue or that the
present level of supply of reinsurance could increase as a result of capital
provided by recent or future market entrants or by existing property catastrophe
reinsurers.
Industry developments may affect our business.
Our management is aware of a number of new, proposed or potential
legislative or industry changes that may impact the worldwide demand for
property catastrophe reinsurance. In the United
4
<PAGE>
States, the states of Hawaii and Florida have implemented arrangements whereby
property insurance in catastrophe prone areas is provided through
state-sponsored entities. The California Earthquake Authority, the first
privately financed, publicly operated residential earthquake insurance pool,
provides earthquake insurance to California homeowners.
Our management is also aware of the incorporation of additional companies
and the creation of alternative products from capital market participants that
will compete with the catastrophe reinsurance markets. We are unable to predict
the extent to which the foregoing new, proposed or potential initiatives may
affect the demand for our products or the risks that may be available for us to
consider underwriting.
Continued availability and effectiveness of reinsurance to insure against a
portion of our risk is important to our financial condition and operations.
We purchase reinsurance coverage to insure against a portion of our risk on
policies we write directly. We expect that limiting our insurance risks through
reinsurance will continue to be important to us. Reinsurance does not affect our
direct liability to our policyholders on the business we write. 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, there can be no assurance that reinsurance will
remain continuously available to us to the same extent and on the same terms as
are currently available.
Our actual claims may vary from our claim reserves.
At December 31, 1999, we had outstanding reserves for claims and claim
expenses of approximately $478.6 million. We incurred claims and claims expenses
of approximately $77.1 million, $112.8 million, $50.0 million and $86.9 million
for the years ended December 31, 1999, 1998, 1997 and 1996, respectively.
Claims reserves represent estimates involving 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 both
proprietary and commercially available models as well as historical reinsurance
industry loss development patterns to assist in the establishment of appropriate
claim reserves. In contrast to casualty losses, which frequently can be
determined only through lengthy, unpredictable litigation, non-casualty property
losses tend to be reported promptly and usually are settled within a shorter
period of time. Nevertheless, actual claims and claim expenses paid may deviate,
perhaps substantially, from the reserve estimates reflected in our financial
statements. If our claim reserves are subsequently determined to be inadequate,
we will be required to increase claim reserves with a corresponding reduction in
our net income in the period in which the deficiency is identified. It is
possible that claims in respect of events that have occurred could exceed our
claim reserves and have a material adverse effect on our financial condition or
results of operations in a particular period.
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. property
catastrophe insurers, reinsurers and certain underwriting syndicates, some of
which have greater financial, marketing and management resources than us. 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. Moreover, Lloyd's,
in contrast with prior practice, now allows its syndicates to accept
5
<PAGE>
capital from corporate investors. Competition in the types of reinsurance
business that we underwrite is based on many factors, including:
o premium charges and other terms and conditions offered;
o services provided;
o ratings assigned by independent rating agencies;
o speed of claims payment;
o reputation;
o perceived financial strength; and
o experience of the reinsurer in the line of reinsurance to be written.
This competition could affect our ability to attract business that would
have the potential to yield appropriate levels of profits. Additionally, recent
regulatory changes in the U.S., such as the Gramm-Leach-Bliley Act of 1999,
could result in increased competition from new entrants to our markets.
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.
We do not believe that our non-admitted status in any U.S. jurisdiction
has, or should have, a material adverse effect on our ability to compete in a
large portion of the property catastrophe reinsurance market in which we
operate. However, it is possible that increased competitive pressure from
current reinsurers and future market entrants, Lloyd's decision to raise capital
from corporate investors, and our non-admitted status could adversely affect us.
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, including The Insurance Act 1978 of
Bermuda (together with amendments thereto and related regulations, the
"Insurance Act") limits our subsidiaries' payment of dividends to us. The
Insurance Act requires our subsidiaries to maintain a minimum solvency margin
and minimum liquidity ratio, and prohibits dividends that would result in a
breach of these requirements.
6
<PAGE>
We have borrowed substantial amounts from creditors and are subject to
restrictive debt covenants.
We have entered into a revolving credit facility with a syndicate of
commercial lenders (the "Revolving Credit Facility"), which provides for
borrowings of up to $300.0 million. As of December 31, 1999, $200 million was
outstanding under the Revolving Credit Facility. In addition, Renaissance U.S.
Holdings Inc. ("U.S. Holdings"), a wholly owned subsidiary, is a party to a $35
million term loan and $15 million revolving credit facility, under which $50
million was outstanding as of December 31, 1999 (the "U.S. Holdings Facility").
RenaissanceRe provides a guarantee for the U.S. Holdings Facility (the
"Guarantee"). Each of the U.S. Holdings Facility, the Guarantee and the
Revolving Credit Facility contains certain covenants that restrict our ability
and our subsidiaries to pay dividends in certain instances.
In March 1997, we consummated an offering of $100.0 million aggregate
liquidation amount of 8.54% Capital Securities (the "Capital Securities") issued
by RenaissanceRe Capital Trust, a Delaware statutory business trust and wholly
owned subsidiary (the "Trust"). The proceeds of the Capital Securities offering
were invested by the Trust in $100.0 million aggregate principal amount of 8.54%
Junior Subordinated Debentures, due March 1, 2027 (the "Junior Subordinated
Debentures"), issued by us. Pursuant to our obligations under the Capital
Securities and the Junior Subordinated Debentures, we may not (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
Capital Securities or if we have given, and not rescinded, notice of our
intention to defer our payment obligations with respect to the Capital
Securities.
We depend on key employees.
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.
Under Bermuda law, non-Bermudians may not engage in any gainful occupation
in Bermuda without the specific permission of the appropriate government
authority. Such permission or a work permit for a specific period of time 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, each of whom is a United
States citizen, as well as certain other employees, are working in Bermuda under
work permits which expire over the next three years. We are not aware of any
specific difficulties in connection with renewing the work permits for these
officers and employees. However, it is possible that these work permits will not
be extended.
We rely on reinsurance brokers.
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 such intermediaries could have a material adverse effect on
us.
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<PAGE>
In accordance with industry practice, we frequently pay amounts owing in
respect of claims under our policies to reinsurance brokers, for payment over to
the ceding insurers. In the event that a broker failed to make such a payment,
depending on the jurisdiction, we might remain liable to the ceding insurer for
the deficiency. Conversely, in certain jurisdictions, when the ceding insurer
pays premiums for such policies to reinsurance brokers for payment over to us,
such premiums will be deemed 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 such 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 adversely affect
our business.
Renaissance Reinsurance is not licensed or admitted to do business in any
jurisdiction except Bermuda. The insurance laws of each state in the United
States and of many other countries regulate the sale of insurance and
reinsurance within their jurisdiction by alien insurers, such as Renaissance
Reinsurance, which is not admitted to do business within such jurisdiction.
Renaissance Reinsurance conducts its business from its office in Bermuda. It is
possible that inquiries or challenges relating to the activities of Renaissance
Reinsurance would be raised in the future or that Renaissance Reinsurance's
location, regulatory status or restrictions on its activities resulting
therefrom would adversely affect its ability to conduct its business.
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. It is not possible to predict the
future impact of changing law or regulation on our operations of Renaissance
Reinsurance; such changes could have a material adverse effect on us or the
insurance industry in general.
Glencoe Insurance Ltd. ("Glencoe"), our wholly-owned subsidiary, is a
licensed, non-admitted insurer in 29 states and is subject to the regulation and
reporting requirements of these states. In accordance with certain requirements
of the National Association of Insurance Commissioners, Glencoe has established,
and is required to maintain, a trust funded with a minimum of $15.0 million as a
condition of its status as a licensed, non-admitted insurer in the U.S.
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. However, we intend to conduct our operations so as to
minimize the likelihood that we or Renaissance Reinsurance will be subject to
U.S. regulation.
In general, the Bermuda statutes and regulations applicable to Renaissance
Reinsurance and Glencoe are less restrictive than those that would be applicable
to Renaissance Reinsurance and Glencoe were they subject to the insurance laws
of any state in the United States applicable to admitted insurers. We cannot
assure you that if Renaissance Reinsurance or Glencoe were to become subject to
any such laws of the United States, or any state thereof, or of any other
country at any time in the future, it would be in compliance with such laws.
We may be 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. In the future, we may increase or decrease the portion of our
investments denominated in currencies other than the U.S. dollar. We may, from
time to time, experience
8
<PAGE>
exchange gains and losses and incur underwriting losses in currencies other than
the U.S. dollar, that will in turn affect our operating results.
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. On this basis, we do not expect Renaissance Reinsurance or
Glencoe to be required to pay U.S. corporate income tax. However, whether a
corporation is engaged in a U.S. trade or business is considered a factual
question. Because there are no definitive standards provided by the Internal
Revenue Code of 1986, as amended (the "Code"), existing or proposed regulations
thereunder or judicial precedent, and because the determination is inherently
factual and not a legal issue on which counsel can opine, there is considerable
uncertainty as to activities that constitute being engaged in a trade or
business in the U.S. As a result, it is possible that the United States Internal
Revenue Service ("IRS") could successfully contend that Renaissance Reinsurance
or Glencoe is engaged in such a trade or business. If the IRS did so contend,
Renaissance Reinsurance or Glencoe would, unless exempted from tax by the United
States-Bermuda income tax treaty (the "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.
The U.S. corporate income tax is currently imposed at the rate of 35% on net
corporate profits and the U.S. corporate branch profits tax is imposed at the
rate of 30% on a corporation's after-tax profits deemed distributed as a
dividend.
Even though we will take the position that neither Renaissance Reinsurance
nor Glencoe is engaged in a U.S. trade or business, Renaissance Reinsurance and
Glencoe have filed U.S. federal income tax returns to avoid having all
deductions disallowed in the event that either Renaissance Reinsurance or
Glencoe were held to be engaged in a U.S. trade or business. In addition, filing
U.S. tax returns will allow Renaissance Reinsurance and Glencoe to claim
benefits under the Treaty without penalty.
Even if the IRS were to contend successfully that Renaissance Reinsurance
or Glencoe was engaged in a U.S. trade or business, the 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 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 such 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 shares sold in the offering will be freely tradable without
restriction or further registration under the Securities Act by persons other
than our "affiliates" within the meaning of Rule 144 promulgated under the
Securities Act. Following the consummation of the offering, PT Investments, Inc.
and United States
9
<PAGE>
Fidelity and Guaranty Company (together, the "Institutional Shareholders") and
management will hold an aggregate of 5,209,341 common shares, all of which will
be eligible for sale in the public market, subject to compliance with Rule 144.
Additionally, the Institutional Shareholders and management have the right
pursuant to a registration rights agreement to cause us to register any common
shares held by them under the Securities Act. We may also provide for the
registration of shares currently held or acquired in the future by employees
pursuant to compensation arrangements, thereby permitting such shares to be sold
in the public market from time to time.
Certain aspects of our corporate structure may discourage third party takeovers.
Certain provisions of our Memorandum of Association and Bye-Laws have the
effect of rendering more difficult or discouraging unsolicited takeover bids
from third parties to a greater degree than would be the case without these
provisions. While these provisions have the effect of encouraging persons
seeking to acquire control of us to negotiate with the Board, they could have
the effect of discouraging a prospective acquirer from making a tender offer or
otherwise attempting to attain control of us.
We indirectly own DeSoto Insurance Ltd. ("DeSoto"), 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. Generally, each of the Florida and Texas insurance codes provides
that a domestic insurer may merge or consolidate with or acquire control of
another insurer, or a person may acquire control of a domestic insurance
company, only if the plan of merger or consolidation or acquisition of control
is submitted to and receives the prior approval of the respective state's
superintendent of insurance. Accordingly, under applicable Florida and Texas
regulations, any change of control of RenaissanceRe (which term includes for
this purpose a purchase of 10% or more of our voting securities under the
applicable legislation) will require the prior notification to and 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
hereunder) 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, the Institutional Shareholders 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.
10
<PAGE>
Investors may have difficulties in serving process or enforcing judgments in the
United States.
We are a Bermuda company and certain of our officers and directors are
residents of various jurisdictions outside the United States. All or a
substantial portion of our assets or the assets of such officers and directors
are or may be located in jurisdictions outside the United States. Although we
have irrevocably agreed that we may be served with process in New York, New York
with respect to actions based on offers and sales of the common shares made
hereby, 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 such directors and officers on judgments of United
States courts based on civil liabilities provisions of the United States federal
securities laws. See "Enforceability of Civil Liabilities Under 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."
11
<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
------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
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>
12
<PAGE>
<TABLE>
<CAPTION>
At March 31, At December 31,
------------------------------------------------------------
2000 1999 1998 1997 1996 1995
------------ ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
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>
13
<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, no estimate can be given as to 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 such sale, the names of any
agent, dealer or underwriter participating in such 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 herein 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
Selling Shareholder Offering(1) Account
--------------------------- ------------------------- ----------------------------
<S> <C> <C>
PT Investments, Inc.
3003 Summer Street
Stamford, Connecticut 06904 2,448,504(2) 1,000,000(2)
------------------
(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 solely of DVI Shares. DVI Shares entitle the holder thereof to one vote for
each DVI Share. Each holder of DVI Shares shall be 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, inclusive of the percentage interest in RenaissanceRe
represented by full voting Common Shares owned directly, indirectly, or
constructively by such holder within the meaning of Section 958 of the 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.
</TABLE>
PLAN OF DISTRIBUTION
All of the shares owned by the selling shareholder as of the date hereof
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 thereof 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 shall be a condition to the delivery of the DVI Shares that,
immediately following the sale thereof by the selling shareholder, such shares
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 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 hereunder shall be required to
be so converted. The selling shareholder has advised us that the shares
14
<PAGE>
may be sold from time to time, upon compliance with applicable "Blue Sky" law,
in transactions effected on the NYSE 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 securities offered hereby may be deemed to be
underwriters, and any profit on the sale of such securities by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents 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 hereby 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.
15
<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.
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.
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 sell 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
16
<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
17
<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.
18
<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.
II-1
<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 (included in signature pages).
--------------------
* 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.
*** 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).
II-2
<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.
II-3
<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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 6th day of June, 2000.
RENAISSANCERE HOLDINGS LTD.
By: /s/ James N. Stanard
------------------------------
James N. Stanard
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of John M. Lummis and Martin J.
Merritt, and each of them, as his true and lawful attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (i) any and all
pre-effective and post-effective amendments to this registration statement, (ii)
any registration statement relating to this offering that is be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
(iii) any exhibits to any such registration statement or pre-effective or
post-effective amendments or (iv) any and all applications and other documents
in connection with any such registration statement or pre-effective or
post-effective amendments, and generally to do all things and perform any and
all acts and things whatsoever requisite and necessary or desirable to enable
the Registrant to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
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/ James N. Stanard President, Chief Executive Officer and June 6, 2000
----------------------------- Chairman of the Board of Directors
James N. Stanard (Principal Executive Officer)
/s/ John M. Lummis Senior Vice President and Chief Financial June 6, 2000
----------------------------- Officer (Principal Financial and Accounting
John M. Lummis Officer)
II-4
<PAGE>
/s/ William I. Riker Director & Executive Vice President June 6, 2000
-----------------------------
William I. Riker
/s/ Arthur S. Bahr Director June 6, 2000
-----------------------------
Arthur S. Bahr
/s/ Thomas A. Cooper Director June 6, 2000
-----------------------------
Thomas A. Cooper
/s/ Edmund B. Greene Director June 6, 2000
-----------------------------
Edmund B. Greene
/s/ Brian R. Hall Director June 6, 2000
-----------------------------
Brian R. Hall
/s/ Gerald L. Igou Director June 6, 2000
-----------------------------
Gerald L. Igou
/s/ Kewsong Lee Director June 6, 2000
-----------------------------
Kewsong Lee
/s/ Paul J. Liska Director June 6, 2000
-----------------------------
Paul J. Liska
/s/ W. James MacGinnitie Director June 6, 2000
-----------------------------
W. James MacGinnitie
/s/ Scott E. Pardee Director June 6, 2000
-----------------------------
Scott E. Pardee
II-5
<PAGE>
Renaissance U.S. Holdings Inc.
By: /s/ Mark J. Rickey Authorized Representative in the United June 6, 2000
-------------------------- States
Name: Mark J. Rickey
Title: President
</TABLE>
II-6
