<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-04195
Prospectus Supplement No. 5
to
Prospectus Dated July 18, 1996
------------------
GCR HOLDINGS LIMITED
ORDINARY SHARES
(par value $0.10 per share)
------------------
See "Risk Factors" on pages 13 through 23 of the Prospectus dated July 18,
1996 for certain considerations relevant to an investment in the Ordinary
Shares.
The Ordinary Shares have been approved for quotation in the Nasdaq National
Market under the symbol "GCREF."
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
This Prospectus Supplement, together with the Prospectus dated July 18,
1996, has been prepared for and is to be used by Goldman, Sachs & Co. in
connection with offers and sales of the Ordinary Shares related to market-making
transactions, at prevailing market prices, related prices or negotiated prices.
The Company will not receive any of the proceeds of such sales. Goldman, Sachs &
Co. may act as a principal or agent in such transactions. See "Plan of
Distribution."
GOLDMAN, SACHS & CO.
--------------------
The date of this Prospectus Supplement is January 28, 1997.
Page 1 of 21
<PAGE> 2
This Prospectus Supplement is intended to be read in conjunction with the
Prospectus dated July 18, 1996 (the "Prospectus"). Capitalized terms used in
this Prospectus Supplement and not otherwise defined herein have the same
meanings as in the Prospectus.
The closing for the Offering referred to in the Prospectus occurred on July
24, 1996. The underwriters exercised a portion of their over-allotment option
which represented 600,000 shares on July 29, 1996. The closing for the shares
represented by the underwriters' over-allotment option occurred on August 1,
1996.
On January 24, 1997, the Company issued a press release, a copy of which is
attached hereto and deemed to be a part hereof. On January 27, 1997, the Company
filed with the Securities and Exchange Commission, a report on Form 10-Q, a
copy of which is attached hereto and deemed to be a part hereof.
Page 2 of 21
<PAGE> 3
[GCR HOLDINGS LIMITED LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT: Lawrence S. Doyle Andrew R. Baer
Frederick W. Deichmann Tracey T. Stearns
GCR Holdings Limited Kekst and Company
441-292-9415 212-593-2655
GCR REPORTS FIRST QUARTER RESULTS
HAMILTON, BERMUDA, JANUARY 24, 1997 -- GCR HOLDINGS LIMITED (NASDAQ: GCREF)
today reported that net income for the first quarter of its 1997 fiscal year
was $23.3 million compared to $22.7 million in the first quarter of the prior
fiscal year, or $0.93 per share compared to $0.99 per share. Pro forma net
income per share was $0.91 for the quarter ended December 31, 1995, after
giving effect to shares issued pursuant to sponsor options in mid-December 1995
as if those shares were outstanding for the entire quarter and shares
repurchased in July 1996 as if those shares were constructively retired for the
quarter. Net operating income, excluding net realized gains and losses on
investments, for the quarter was $23.2 million, compared to $22.0 million in
the prior year.
For the Company's first quarter, premiums written were $4.1 million, compared
to $7.6 million for the first quarter of the prior fiscal year. Premiums earned
were $30.4 million and $32.9 million for the quarters ended December 31, 1996
and 1995, respectively.
Lawrence S. Doyle, President and Chief Executive Officer, said "We are pleased
with our earnings performance for the first quarter of our 1997 fiscal year.
Our loss experience continues to be very favorable by industry standards. There
were no significant catastrophic events during the quarter. As expected,
written premiums were not significant for the quarter. The reduction from the
first quarter of the prior year reflected a change in renewal date of one large
contract to January 1, and our desire to reduce shares on a few existing
programs. The Company's most important renewal season falls in its second
fiscal quarter when contracts with January 1 inception dates are written. As
anticipated, ongoing favorable loss experience in our core property catastrophe
business has resulted in increased price competition. We have seen rate
reductions of 15% on average. We continue to enforce our disciplined
underwriting strategy, which emphasizes quality rather than premium volume.
This approach has resulted in our rejection of certain programs which we feel
were inadequately priced.
Page 3 of 21
<PAGE> 4
"Our strong operating results have allowed GCR to maintain a $0.62 quarterly
dividend, which is consistent with our goal of paying 60%-80% of operating
earnings for the prior fiscal year, subject to loss experience and other
factors.
"GCR was pleased to receive an A+ claims paying rating from Standard & Poor's.
The rating is recognition of the Company's strong financial condition,
experienced management, and conservative underwriting philosophy," added Mr.
Doyle.
Investment income in the most recent quarter was $6.6 million, compared to $8.3
million in the prior year, reflecting modestly declining yields and the sale of
investments to provide for repayment of debt in late February, 1996.
Total revenues for the first quarter were $37.3 million, down 11.2% from $42.0
million in 1995 as a result of decreases in premiums earned, investment income
and realized investment gains.
For the quarter, loss and loss expenses were $6.2 million, an improvement of
39.0% compared to $10.2 million for the first quarter of fiscal 1995. GCR was
affected by one catastrophic event in the first quarter of the 1996 fiscal
year, Hurricane Opal, which struck the Florida Panhandle in October 1995. The
Company's loss ratio -- i.e., the ratio of losses and loss expenses to earned
premium -- was 20.5% for the quarter ended December 31, 1996, compared to 31.0%
for the first quarter of fiscal 1996.
Acquisition expenses were $4.7 million for the first quarter of fiscal 1997,
equal to those for the first quarter of fiscal 1996. General and administrative
expenses were $3.1 million for the quarter reflecting staff addition, increased
travel costs, legal and other costs related to our public company status and
adjustments of compensation expense reflecting shareholder approval of plan
amendments. The Company's combined ratio was 43.4% for the first quarter of the
1997 fiscal year, compared to 49.1% for the same quarter of the 1996 fiscal
year due to favorable underwriting results.
The Company established two new operations during the quarter. Capital Global
Underwriters Limited (CGUL), a joint venture between the Company's subsidiary,
Global Capital Reinsurance Limited, and Capital Re Corporation, has been formed
with combined capital of $20 million. Continuing Global Capital Re's
diversification efforts, CGUL will specialize in financial reinsurance. The
Company also established Global Capital Underwriting Limited, a wholly-owned
subsidiary, to participate in a corporate parallel syndicate to underwrite a
marine insurance portfolio at Lloyd's of London. Both of these investments are
modest in scope and are not expected to have a meaningful impact on results of
the current fiscal year.
Total assets at December 31, 1996, were $505.9 million, compared to $516.8
million at September 30, 1996. Shareholders' equity increased from $417.0
million at the 1996 fiscal year end, September 30, 1996, to $427.3 million at
December 31, 1996. Book value per share increased from $16.90 to $17.25 per
share over the same period.
Page 4 of 21
<PAGE> 5
On January 23, 1997, the Board of Directors declared a dividend of $0.62 per
share payable on February 25, 1997, to shareholders of record on February 12,
1997.
GCR Holdings Limited provides property catastrophe, property risk
excess-of-loss, property pro rata, marine, energy and satellite reinsurance to
insurers on a worldwide basis through its principal wholly-owned subsidiary,
Global Capital Reinsurance Limited.
*****
(Financial information follows)
Page 5 of 21
<PAGE> 6
GCR HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of U.S. dollars, except per share data)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
December 31, 1996 December 31, 1995
(unaudited) (unaudited)
<S> <C> <C>
REVENUES
Premiums written....................... $ 4,099 $ 7,555
Change in unearned premiums............ 26,331 25,339
----------- -----------
Premiums earned........................ 30,430 32,894
Investment income, net................. 6,562 8,294
Realized gains on investments, net..... 83 764
Exchange gain.......................... 224 47
----------- -----------
Total Revenues......................... 37,299 41,999
----------- -----------
EXPENSES
Losses and loss expense................ 6,227 10,210
Acquisition expenses................... 4,714 4,738
General and administrative expenses.... 3,091 1,933
Interest expense....................... 2,402
----------- -----------
Total Expenses......................... 14,032 19,283
----------- -----------
Minority interest...................... (17) --
----------- -----------
NET INCOME 23,250 22,716
Retained earnings, beginning of period.. 60,763 17,127
Dividends to shareholders............... 15,355 --
----------- -----------
Retained earnings, end of period........ $ 68,658 $ 39,843
=========== ===========
Net income per share.................... $ 0.93 $ 0.99
Proforma net income per share
(giving effect to sponsor warrant
exercise and share repurchase)......... $ n/a $ 0.91
Weighted average shares................. 25,019,860 22,861,212
Loss ratio.............................. 20.5% 31.0%
Expense ratio........................... 22.9% 18.1%
Combined ratio.......................... 43.4% 49.1%
</TABLE>
Page 6 of 21
<PAGE> 7
GCR Holdings Limited
Consolidated Balance Sheets
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
December 31 September 30
1996 1996
(unaudited)
----------- ------------
<S> <C> <C>
ASSETS
Fixed maturity investments, at fair value (amortized
cost $452,061 and $438,333) ..................................... $451,578 $438,204
Other investments, at cost ........................................ 1,250 --
Cash and cash equivalents ......................................... 8,250 14,070
Premiums receivable ............................................... 29,619 45,542
Accrued investment income ......................................... 5,258 8,941
Deferred acquisition costs ........................................ 5,545 9,416
Other assets ...................................................... 4,370 667
-------- --------
Total Assets ...................................................... $505,870 $516,840
======== ========
Liabilities
Reserve for losses and loss expenses .............................. $ 35,557 $ 39,934
Unearned premium reserve .......................................... 30,698 57,029
Accrued expenses .................................................. 2,331 2,840
-------- --------
Total Liabilities ................................................. 68,586 99,803
-------- --------
Minority interest ................................................. 10,017 --
-------- --------
SHAREHOLDERS' EQUITY
Share capital (par value $0.10; authorized
50,000,000 shares; Issued and outstanding
24,765,255 and 24,674,255) ...................................... 2,477 2,467
Paid in capital ................................................... 357,551 355,295
Notes receivable for shares issued ................................ (936) (1,359)
Unrealized appreciation (depreciation) in investments, net ........ (483) (129)
Retained earnings ................................................. 68,658 60,763
-------- --------
Total Shareholders' Equity ........................................ 427,267 417,037
-------- --------
Total Liabilities and Shareholders' Equity ........................ $505,870 $516,840
======== ========
Book value per share .............................................. $ 17.25 $ 16.90
</TABLE>
Page 7 of 21
<PAGE> 8
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1996
-------------------------------------------------
Commission file number 0-27220
---------------------------------------------------------
GCR Holdings Limited
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Cayman Islands not applicable
- --------------------------------------------------------------------------------
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Sofia House, 48 Church Street, Hamilton HM 12, Bermuda
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(441) 292 9415
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding January 27, 1997
----- ----------------------------
<S> <C>
Ordinary shares, U.S. $0.10 par value 24,765,255
Other shares, U.S. $0.10 par value 0
</TABLE>
Page 8 of 21
<PAGE> 9
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GCR HOLDINGS LIMITED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
December 31 September 30
1996 1996
(unaudited)
<S> <C> <C>
ASSETS
Fixed maturity investments, at fair value (amortized
cost $452,061 and $438,393) .................................. $ 451,578 $ 438,204
Other investments, at cost ................................... 1,250 --
Cash and cash equivalents .................................... 8,250 14,070
Premiums receivable .......................................... 29,619 45,542
Accrued Investment income .................................... 5,258 8,941
Deferred acquisition costs ................................... 5,545 9,416
Other assets ................................................. 4,370 667
--------- ---------
Total Assets ................................................. $ 505,870 $ 516,840
========= =========
LIABILITIES
Reserve for losses and loss expenses ......................... $ 35,557 $ 39,934
Unearned premium reserve ..................................... 30,698 57,029
Accrued expenses ............................................. 2,331 2,840
--------- ---------
Total Liabilities ............................................ 68,586 99,803
--------- ---------
Minority interest ............................................ 10,017 --
--------- ---------
SHAREHOLDERS' EQUITY
Share capital ................................................ 2,477 2,467
Paid in capital .............................................. 357,551 355,295
Notes receivable for shares issued ........................... (936) (1,359)
Unrealized appreciation (depreciation) on investments, net ... (483) (129)
Retained earnings ............................................ 68,658 60,763
--------- ---------
Total Shareholders' Equity ................................... 427,267 417,037
--------- ---------
Total Liabilities and Shareholders' Equity ................... $ 505,870 $ 516,840
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 9 of 21
<PAGE> 10
GCR HOLDINGS LIMITED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(in thousands of U.S. dollars, except per share data)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
December 31, 1996 December 31, 1995
<S> <C> <C>
REVENUES
Premiums written ............................. $ 4,099 $ 7,555
Change in unearned premiums .................. 26,331 25,339
------------ -----------
Premiums earned .............................. 30,430 32,894
Investment income, net ....................... 6,562 8,294
Realized gains (losses) on investments, net... 83 764
Exchange gain (loss) ......................... 224 47
------------ -----------
Total Revenues ............................... 37,299 41,999
------------ -----------
EXPENSES
Losses and loss expense ...................... 6,227 10,210
Acquisition expenses ......................... 4,714 4,738
General and administrative expenses .......... 3,091 1,933
Interest expense ............................. -- 2,402
------------ -----------
Total Expenses ............................... 14,032 19,283
------------ -----------
Minority interest ............................ (17) --
------------ -----------
NET INCOME ................................... 23,250 22,716
Retained earnings, beginning of period ....... 60,763 17,127
Dividends to shareholders .................... 15,355 --
------------ -----------
Retained earnings, end of period ............. $ 68,658 $ 39,843
============ ===========
Net income per share ......................... $ 0.93 $ 0.99
Proforma net income per share
(giving effect to sponsor warrant exercise
and share repurchase) .................... $ n/a $ 0.91
Weighted average shares ...................... 25,019,860 22,861,212
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 10 of 21
<PAGE> 11
GCR HOLDINGS LIMITED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
Three Months ended December 31
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................... $ 23,250 $ 22,716
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization ......................... 139 100
Realized (gains) losses on sale of investments, net ... (83) (764)
Minority interest ..................................... 17 --
Add (deduct) changes in assets and liabilities:
Premiums receivable ............................. 15,923 18,632
Deferred acquisition costs ...................... 3,870 3,813
Accrued investment income ....................... 3,683 5,335
Other assets .................................... (3,828) (519)
Unearned premium reserve ........................ (26,331) (25,339)
Reserve for losses and loss expense ............. (4,377) 2,965
Accrued expenses ................................ (508) (1,834)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................ 11,755 25,105
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments ........................ 415,642 311,366
Purchase of investments .................................. (430,537) (354,759)
Purchase of fixed assets ................................. (15) (27)
--------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ...... (14,910) (43,420)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority interest investment in joint venture ............ 10,000
Proceeds from issue of ordinary shares ................... 2,265 36,340
Repayment of notes receivable ............................ 424 424
Repayment of loans ....................................... -- (34,000)
Dividends to shareholders ................................ (15,354)
--------- ---------
NET CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES ...... (2,665) 2,764
--------- ---------
NET DECREASE IN CASH ..................................... (5,820) (15,551)
Cash and cash equivalents at beginning of period ......... 14,070 41,490
--------- ---------
Cash and cash equivalents at end of period ............... $ 8,250 $ 25,939
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 11 of 21
<PAGE> 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1) The consolidated interim financial statements of the Company have been
prepared on the basis of United States generally accepted accounting
principles and, in the opinion of management, reflect all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation
of results. These interim financial statements should be read in
conjunction with the audited consolidated financial statements of the
Company for the fiscal year ended September 30, 1996. The results of
operations for any interim period are not necessarily indicative of results
for the full year.
2) Global Capital Reinsurance Limited, a wholly owned subsidiary, has made an
initial investment of $10 million in Capital Global Underwriting Limited, a
joint venture with Capital Re Corporation and agreed to contribute an
additional $15 million as needed to support the joint venture's growth. The
minority interest in the joint venture and its results are presented on the
face of the consolidated balance sheet and in the statement of income.
3) In connection with the Company's initial public offering of 7.6 million
shares on December 18, 1995, the Company's sponsors exercised warrants to
acquire 3.3 million shares at an aggregate exercise price of $36.3 million
($11.00 per share). The Company also sponsored a second offering of 5.4
million shares on behalf of shareholders on July 18, 1996. The Company's
subsidiary purchased 1 million shares in the offering which were retired in
December 1996.
4) The authorized share capital of the Company is $7,500,000 consisting of
50,000,000 ordinary shares of $0.10 par value, of which 24,765,255 shares
were issued and outstanding on December 31, 1996, and 25,000,000 other
shares of $0.10 par value, none of which have been issued.
5) Net income per share is based on earnings divided by the weighted average
common shares, including common share equivalents, outstanding during the
period. Pro forma net income per share was $0.91 for the quarter ended
December 31, 1995, assuming the shares issued pursuant to sponsor warrants
had been outstanding and shares repurchased by the Company's subsidiary in
the offering of July 18, 1996 had been constructively retired throughout
the period.
Page 12 of 21
<PAGE> 13
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATION AND LIQUIDITY AND CAPITAL RESOURCES
The consolidated interim financial statements included in this Form 10-Q are for
the first quarter, ended December 31, 1996, of the Company's 1997 fiscal year
The Company reports on a September 30 fiscal year. All amounts are reported in
United States currency.
SEASONAL AND PRICING TRENDS AND EFFECT ON PREMIUMS WRITTEN AND EARNED
Renewal dates for property catastrophe reinsurance business are generally
concentrated in the first and second quarters of each calendar year -- i.e., in
the second and third quarters of the Company's fiscal year. The fourth calendar
quarter, the period under review, is not a significant renewal period for either
the industry as a whole or for the Company, consequently, new premiums written
in the quarter are traditionally low. However, the industry practice of earning
premium income ratably over the term of the underlying contracts means that
premium income is not concentrated in any interim period.
The Company and, based on industry trade publications, underwriting submissions
and meetings with clients and brokers, management believes the global property
catastrophe reinsurance market has experienced reductions in premium rates of
10% to 15% in 1995 compared to 1994 and in 1996 compared to 1995. These
reductions, the result of favorable loss experience throughout the industry,
adversely affected the volume of premium written by the Company in the first and
second calendar quarters of 1996 (in the prior fiscal year) -- the impact of
which flows into the period under review as a reduction in earned premium when
compared to the same period of the prior fiscal year.
Further rate reductions of 15% on average are being seen in the January 1997
renewal season. This reduction in rates has caused the Company to reduce, and in
some cases cancel, its participation in business which it considers to be
inadequately priced.
RESULTS OF OPERATIONS, QUARTER ENDED DECEMBER 31, 1996 AND 1995
Written premiums for the first quarter of the Company's 1997 fiscal year, which
ended December 31, 1996, were $4.1 million, a decrease of $3.5 million from $7.6
million written in the same period last year. The reduction resulted from
increased price competition, the change in renewal date for one large contract
in the United Kingdom to January 1, 1997, in the next fiscal period for the
Company, and Company decisions to reduce participation in a few existing
programs. Earned premiums of $30.4 million were down 7.5% compared to 1995 when
the Company earned premiums of $32.9 million,
Page 13 of 21
<PAGE> 14
reflecting reductions in written premium in the prior fiscal year and the
industry practice of earning premium income ratably over the contract period.
Losses and loss expenses for the quarter ended December 31, 1996 were $6.2
million, an improvement of $4 million when compared to 1995. The Company did not
experience any new catastrophic losses during the first quarter of the 1997
fiscal year (unlike the same period in the prior fiscal year, which included
losses resulting from Hurricane Opal in Florida in early October 1995). The
Company's loss ratio (the ratio of losses incurred to earned premium) was 20.5%
in the period under review compared with 31.0% for 1995. The Company is subject
to the infrequent but severe effects of natural and man-made catastrophes which
can lead to volatile losses and net income.
Acquisition expenses, primarily commission and brokerage related to the
production of premium income, were unchanged at $4.7 million for the quarters
ended December 31, 1996 and 1995.
General and Administrative expenses increased to $3.1 million in the quarter
ended December 31, 1996. The increase reflects an increase in the Company's
staff, increased travel costs and adjustments of compensation expense reflecting
shareholder approval of plan amendments.
Investment income fell 20.9% from $8.3 million in the quarter ended December 31,
1995 to $6.6 million in the quarter ended December 31, 1996. This reduction was
a result of the utilization of invested assets to repay the Company's debt in
February 1996.
The Company did not incur interest expense in the quarter under review as all
borrowings had been repaid in February 1996. Interest expense in the first
quarter of the prior fiscal year was $2.4 million on borrowing of $142 million
under the Company's line of credit.
Net income for the first quarter of the Company's fiscal year was $23.3 million
($0.93 per share), an increase of 2.4% compared to the $22.7 million ($0.99 per
share) earned in the first quarter of the prior fiscal year. Pro forma net
income per share was $0.91 for the quarter ended December 31, 1995, assuming
shares issued pursuant to sponsor warrants in mid-December 1995 had been
outstanding and shares repurchased by the Company's subsidiary in the second
public offering of July 18, 1996 had been constructively retired throughout the
period.
The Company established two new operations during the quarter under review.
Capital Global Underwriters Limited (CGUL), a joint venture between Global
Capital Reinsurance Limited ("Global Capital Re", a wholly-owned subsidiary of
GCR Holdings Limited) and Capital Re Corporation, has been formed with combined
capital of $20 million. CGUL will specialize in financial reinsurance and will
allow Global Capital Re to continue its diversification efforts. The Company
also established Global Capital Underwriting Limited, a fully-owned subsidiary
of Global Capital Re, to participate as a corporate parallel syndicate to
underwrite a marine insurance portfolio at Lloyd's of
Page 14 of 21
<PAGE> 15
London. Both of these investments are modest in scope and are not expected to
have a meaningful impact on results in the current fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
The Company is a holding company which conducts no operations of its own and
whose assets essentially consist of its equity interest in its principal
operating subsidiary, Global Capital Re. The Company's cash flows are,
therefore, restricted to distributions from Global Capital Re and borrowings
under the Company's credit facility. Distributions by Global Capital Re are
restricted by various statutory requirements in Bermuda, its domicile, which are
determined by its financial condition and operating results. Global Capital Re
would be required to notify Bermuda authorities before making any distribution
to the Company in excess of approximately $106.5 million during the current year
fiscal year
Cash flow from operations was $11.8 million for the quarter compared with $25.1
million last year. The most significant change in the current period was the
higher level of losses paid by the Company (mainly on losses incurred in the
period prior to the fiscal quarter under review) in 1996 compared with the same
period in 1995. The Company's cash flows may fluctuate substantially between
individual quarters and years due to large loss payments resulting from the
infrequent but severe catastrophic losses which can be expected from time to
time. Net cash flows from operating activities are added to funds available for
investment by Global Capital Re.
Net cash used for investing activities was $14.9 million in 1996 compared to
$43.4 million in the quarter ended December 31, 1995 as the result of reduced
cash flow from operations. A portion of the Company's invested assets are used
to secure letters of credit issued to clients in the normal course of business.
Assets of $41.2 million were pledged at December 31, 1996.
An initial public offering was completed by the Company on behalf of existing
shareholders in December 1995 (during the first quarter of the prior fiscal
year). The Company did not receive any of the proceeds from the offering
although it did receive $36.3 million from the exercise of sponsor warrants to
acquire 3.3 million ordinary shares. The Company used $34 million of these
proceeds to reduce outstanding borrowings under the line of credit. A second
public offering of shares held by original shareholders was held in July 1996.
In that offering, Global Capital Re bought one million shares for $20.9 million.
These shares were repurchased by the Company in December 1996 and retired.
The Company invested $10 million in Capital Global Underwriting Limited, which
was established during the quarter under review. The Company agreed to
contribute an additional $15 million as needed to support the joint venture's
growth. The minority
Page 15 of 21
<PAGE> 16
interest in the joint venture and its results are presented on the face of the
consolidated balance sheet and in the statement of income.
The Company paid a dividend of $15.4 million ($0.62 per ordinary share) during
the quarter ended December 31, 1996. The Company did not pay any dividends
during the same quarter of the prior year.
The Company maintains a three year, $150 million revolving credit facility with
a group of commercial banks. The facility is available for general corporate
purposes, subject to ongoing compliance with financial ratios and other
requirements. Among other things, the Company is required to maintain a
consolidated net worth, and cause Global Capital Re to maintain a net worth, of
at least $250 million (as of December 31, 1996, such consolidated net worth of
the Company was approximately $427 million) and will cause Global Capital Re to
maintain a ratio of premiums written to net worth, determined as of the end of
each fiscal quarter for the four fiscal quarters ending on such date, of not
more than 0.75 to 1.0 (as of December 31, 1996, such ratio was 0.28 to 1). As
security for its obligations under the line of credit, the Company has pledged
all of the capital shares of Global Capital Re. The revolving credit facility
terminates on August 17, 1998. No amounts are outstanding under the facility and
the Company is in compliance with all the financial and other requirements of
the facility.
OTHER MATTERS
As a result of the repurchase from its subsidiary and retirement by the Company
of one million shares in December 1996 and other transactions in its shares
during the period under review, the Company believes that certain restrictions
on the transfer, issuance and repurchase of its shares contained in its Articles
of Association have terminated. Among other things, these restrictions required
the Board of Directors to decline to register a transfer of shares if they had
reason to believe that the result of the transfer would be to increase the
number of total "Controlled Shares" of any U.S. person other than a "Goldman
Sachs Person" to 10% or more of the shares of the Company. For a description of
these restrictions and the consequences of their termination, see the Company's
1996 Annual Report on Form 10-K.
Page 16 of 21
<PAGE> 17
PART 11. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On December 19, 1996 an Annual General Meeting of shareholders of the
Company was held. At that meeting shareholders were asked to vote upon
the resolutions: (1) to elect ten directors of the Company to hold
office until the conclusion of the next annual general meeting of the
Company's shareholders, (2) to approve the appointment of Arthur
Andersen & Co. as the Company's independent auditors for the fiscal
year ending September 30, 1997, (3) to approve the Company's Amended
and Restated Non-Employee Directors Share Option Plan and Amended and
Restated 1995 Share Option Plan, both of which were originally adopted
before the Company's initial public offering in December 1995, and
thereby approve prior grants of restricted shares made contingent upon
shareholder approval of these plans, (4) to approve the adoption of the
Company's new 1996 Share Incentive Plan, (5) to authorize the Company
to purchase from its wholly owned subsidiary, Global Capital
Reinsurance Limited, one million Ordinary Shares of the Company
currently held by such subsidiary, within 90 days after the Fiscal 1996
Annual General Meeting and at a purchase price of $20.92 per share and
(6) to approve an amendment of the Company's Amended and Restated
Articles of Association to permit the annual general meeting of
shareholders to be held at any time on or before the 123rd day after
the Company's fiscal year end and to approve certain related amendments
of the Articles in order to accommodate this change. All resolutions
were passed by the following vote of shareholders;
PROPOSAL 1 - DIRECTORS
<TABLE>
<CAPTION>
Directors For Withheld
--------- --- --------
<S> <C> <C>
Lawrence S. Doyle 13,687,344 143,694
J. Markham Green 13,687,344 143,694
John P. McNulty 13,687,344 143,694
Loay Al-Naqib 13,687,344 143,694
Steven H. Newman 13,619,744 211,294
David A. Olsen 13,687,344 143,694
Joseph D. Roxe 13,687,344 143,694
Jerry S. Rosenbloom 13,687,344 143,694
Michael E. Satz 13,687,344 143,694
Donald J. Zuk 13,687,344 143,694
</TABLE>
PROPOSAL 2 - AUDITORS
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C> <C>
Shares 13,803,319 7,490 19,779 0
</TABLE>
Page 17 of 21
<PAGE> 18
PROPOSAL 3 - NON-EMPLOYEE DIRECTOR SHARE OPTION PLAN
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C> <C>
Shares 11,982,460 495,911 263,149 1,089,518
</TABLE>
PROPOSAL 4 - SHARE INCENTIVE PLAN
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C> <C>
Shares 10,557,703 1,899,917 326,764 1,046,654
</TABLE>
PROPOSAL 5 - AUTHORIZED TO PURCHASE
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C> <C>
Shares 12,127,717 313,199 306,604 1,089,518
</TABLE>
PROPOSAL 6 - ARTICLES OF ASSOCIATION
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C> <C>
Shares 12,971,482 309,649 341,245 208,662
</TABLE>
No other business was conducted at the Annual General Meeting.
Page 18 of 21
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
Attached:
Exhibit 11 Computation of Earnings Per Share
Filed via EDGAR system:
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K files for the three months ended
December 31, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GCR Holdings Limited
Date: January 27, 1997 By: /s/ Frederick W. Deichmann
---------------------------------------
Frederick W. Deichmann
Chief Financial Officer
and Secretary
(as principal financial officer and
duly authorized officer)
Page 19 of 21
<PAGE> 20
EXHIBIT 11
GCR HOLDINGS LIMITED AND SUBSIDIARY
COMPUTATION OF EARNINGS PER SHARE (unaudited)
(in thousands of U. S. dollars, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended December 31
1996 1995
<S> <C> <C>
PRIMARY:
Net Income ........................................... $ 23,250 $ 22,716
Weighted Average
Ordinary Shares Outstanding .......................... 24,734,592 22,684,784
Dilutive Effect of:
Stock Options .................................... 285,268 176,428
Warrants ......................................... -- --
----------- -----------
Total ....................................... 25,019,860 22,861,212
----------- -----------
Net Income per Ordinary Share (after giving effect
to the Share Split ............................... $0 93 $0 99
FULLY DILUTED:
Net Income ........................................... $ 23,250 $ 22,716
Weighted Average
Ordinary Shares Outstanding .......................... 24,734,592 22,684,784
Dilutive Effect of:
Stock Options .................................... 285,268 250,399
Warrants ......................................... -- --
----------- -----------
Total ................................................ 25,019,860 22,935,183
----------- -----------
Fully Diluted Net Income per Ordinary Share
(after giving effect to the Share Split) .......... $ 0.93 $ 0.99
</TABLE>
The calculation of fully diluted earnings per share is submitted in accordance
with Regulation S-K item 601 (b) (11) although not required by footnote 2 to
paragraph 14 of APB Opinion No. 15 because it results in dilution of less than
3%
Page 20 of 21
<PAGE> 21
[ARTICLE] 7
[CURRENCY] U.S. DOLLAR
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] SEP-30-1997
[PERIOD-START] OCT-01-1996
[PERIOD-END] DEC-31-1996
[EXCHANGE-RATE] 1
[DEBT-HELD-FOR-SALE] 451,578
[DEBT-CARRYING-VALUE] 0
[DEBT-MARKET-VALUE] 0
[EQUITIES] 1,250
[MORTGAGE] 0
[REAL-ESTATE] 0
[TOTAL-INVEST] 452,828
[CASH] 8,250
[RECOVER-REINSURE] 0
[DEFERRED-ACQUISITION] 5,545
[TOTAL-ASSETS] 505,870
[POLICY-LOSSES] 35,557
[UNEARNED-PREMIUMS] 30,698
[POLICY-OTHER] 0
[POLICY-HOLDER-FUNDS] 0
[NOTES-PAYABLE] 0
[PREFERRED-MANDATORY] 2,477
[PREFERRED] 0
[COMMON] 0
[OTHER-SE] 357,551
[TOTAL-LIABILITY-AND-EQUITY] 505,870
[PREMIUMS] 30,430
[INVESTMENT-INCOME] 6,562
[INVESTMENT-GAINS] 83
[OTHER-INCOME] 224
[BENEFITS] 6,227
[UNDERWRITING-AMORTIZATION] 4,714
[UNDERWRITING-OTHER] 3,091
[INCOME-PRETAX] 23,250
[INCOME-TAX] 0
[INCOME-CONTINUING] 23,250
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 23,250
[EPS-PRIMARY] 0.93
[EPS-DILUTED] 0.93
[RESERVE-OPEN] 39,934
[PROVISION-CURRENT] 5,296
[PROVISION-PRIOR] 931
[PAYMENTS-CURRENT] 1,313
[PAYMENTS-PRIOR] 9,291
[RESERVE-CLOSE] 35,557
[CUMULATIVE-DEFICIENCY] 0
</TABLE>
Page 21 of 21
