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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20459
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GCR HOLDINGS LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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THE CAYMAN ISLANDS 6719 NOT APPLICABLE
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
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SOFIA HOUSE
48 CHURCH STREET
HAMILTON HM 12, BERMUDA
(441) 292-9415
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 246-5070
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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copies to:
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DAVID B. HARMS, ESQ. LOIS HERZECA, ESQ.
Sullivan & Cromwell Fried, Frank, Harris, Shriver & Jacobson
125 Broad Street One New York Plaza
New York, New York 10004 New York, New York 10004
(212) 558-4000 (212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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. /X/ 04195
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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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE(3)
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Ordinary Shares, par value $0.10 per share........... $5,175,000 $1,784
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(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely
for the purposes of calculating the registration fee.
(2) Includes (i) $4,500,000 aggregate offering price of Ordinary Shares to be
initially offered for sale in the offering described herein and (ii)
$675,000 aggregate offering price of Ordinary Shares that the Underwriters
have the option to purchase to cover over-allotments, if any, in connection
with the offering. An indeterminate amount of Ordinary Shares is being
registered for resale by a dealer in connection with market-making
transactions. See "Explanatory Note."
(3) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
contained in the Initial Registration Statement (as defined in the
Explanatory Note) may also be used in connection with offers and sales of an
indeterminate amount of Ordinary Shares that were previously registered for
resales by a dealer in connection with market-making transactions, pursuant
to a separate registration statement (No. 33-97736) that became effective on
December 18, 1995. Because a registration fee of $49,916 covering such
shares was paid previously, no additional registration fee is being paid
herewith in respect of such shares. See "Explanatory Note."
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933 ("Rule 462(b)") and includes the registration
statement facing page, this page, the signature page, an exhibit index and an
accountants' consent. Pursuant to Rule 462(b), the contents of the registration
statement on Form S-1 (File No. 333-04195) of GCR Holdings Limited, including
the exhibits thereto (the "Initial Registration Statement"), are incorporated by
reference into this registration statement. This registration statement covers
the registration of $5,175,000 aggregate offering price of Ordinary Shares of
GCR Holdings Limited for sale in the offering referred to in the Initial
Registration Statement, as well as the registration of an indeterminate number
of Ordinary Shares for resale by Goldman, Sachs & Co. in connection with
market-making transactions, all as described in the Explanatory Note to the
Initial Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hamilton, Bermuda, on the 18th day of
July, 1996.
GCR HOLDINGS LIMITED
By: /s/ FREDERICK W. DEICHMANN
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Frederick W. Deichmann
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 18th day of July, 1996.
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SIGNATURE TITLE DATE
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* President, Chief Executive July 18, 1996
- --------------------------------------------- Officer and Director
Lawrence S. Doyle (Principal Executive Officer)
* Chief Financial Officer and July 18, 1996
- --------------------------------------------- Secretary (Principal Financial
Frederick W. Deichmann and Accounting Officer)
* Chairman of the Board of July 18, 1996
- --------------------------------------------- Directors
Steven H. Newman
* Director July 18, 1996
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J. Markham Green
* Director July 18, 1996
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Alfred Lerner
* Director July 18, 1996
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John P. McNulty
* Director July 18, 1996
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David A. Olsen
* Director July 18, 1996
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Joseph D. Roxe
* Director July 18, 1996
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Jerry S. Rosenbloom
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SIGNATURE TITLE DATE
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* Director July 18, 1996
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Michael E. Satz
* Director July 18, 1996
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Richard D. Spurling
* Director July 18, 1996
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Donald J. Zuk
*By: /s/ FREDERICK W. DEICHMANN
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FREDERICK W. DEICHMANN
ATTORNEY-IN-FACT
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the United States Securities Act of 1933,
this Registration Statement has been signed below in Newark, Delaware on July
18, 1996, by the undersigned as the duly authorized representative of the
Registrant in the United States.
/s/ DONALD PUGLISI
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PUGLISI & ASSOCIATES
BY: DONALD PUGLISI
TITLE: MANAGING DIRECTOR
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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5 -- Opinion of Maples and Calder regarding the validity of the
securities registered (filed as Exhibit 5 to the Registration
Statement on Form S-1 of the Company (File No. 333-04195) and
incorporated herein by reference)
8 -- Opinion of Sullivan & Cromwell regarding tax matters (filed as
Exhibit 8 to the Registration Statement on Form S-1 of the
Company (File No. 333-04195) and incorporated herein by
reference)
23.1 -- Consent of Maples and Calder (included in their Opinion
incorporated herein by reference as Exhibit 5)
23.2 -- Consent of Arthur Andersen & Co.
23.3 -- Consent of Appleby, Spurling & Kempe (filed as Exhibit 23.3 to
the Registration Statement on Form S-1 of the Company (File No.
333-04195) and incorporated herein by reference)
23.4 -- Consent of Sullivan & Cromwell (included in their opinion
incorporated herein by reference as Exhibit 8)
24 -- Powers of Attorney (filed as Exhibit 24 to the Registration
Statement on Form S-1 of the Company (File No. 333-04195) and
incorporated herein by reference)
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement on Form S-1 filed pursuant to Rule 462(b) relating to the
earlier registration statement on Form S-1 No. 333-04195.
/s/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
HAMILTON, BERMUDA
JULY 18, 1996
