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Registration No. 33 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
TERRA NOVA (BERMUDA) HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Dallas Building
7 Victoria Street
Hamilton HM11, Bermuda
(809)292-7731
(Address of Principal Executive Offices
including Zip Code)
Terra Nova (Bermuda) Holdings Ltd. Approved Executive Share Option Scheme
Octavian Syndicate Management Limited 1996 Stock Option Plan
(Full title of the Plans)
CT Corporation System
1633 Broadway
New York, New York 10019
(212)664-1666
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
------------- ---------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Class A
Ordinary 2,000,000 (1) (2) $32,250,000(2) $11,120.69
Shares, par
value $5.80
per share
Class A
Ordinary 500,000 (3) (2) $8,062,500(2) $ 2,780.17
Shares, par
value $5.80
per share
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</TABLE>
(1) Consists of shares of Class A Ordinary Shares ("Common Stock") to be issued
pursuant to the Terra Nova (Bermuda) Holdings Ltd. Approved Executive Share
Option Scheme (the "Option Plan"). Such indeterminable number of
additional shares as may be issuable pursuant to the operation of the
recapitalization provisions of the Option Plan are hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $16.125 per share, the
average of the high and low sale prices of the Registrant's Common Stock on
the New York Stock Exchange on June 6, 1996.
(3) Consists of shares of Common Stock to be issued pursuant to the Octavian
Syndicate Management Limited 1996 Stock Option Plan (the "Octavian Plan").
Such indeterminable number of additional shares as may be issuable pursuant
to the operation of the recapitalization provisions of the Octavian Plan
are hereby also registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the following
documents heretofore filed by Terra Nova (Bermuda) Holdings Ltd. (the
"Company"), with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for the
Company's latest fiscal year;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above; and
(c) The description of the Company's Class A Ordinary Shares, par value
$5.80 per share (the "Common Stock"), contained in the registration
statement filed under the Exchange Act, and any amendment or report
filed to update such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of the post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
Article 28 of the Company's By-Laws provides:
"(a) The Directors, Secretary and other Officers for the time being of the
Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them shall
be answerable for the acts, receipts, neglects or defaults of the others of them
or for joining in any receipts for the sake of conformity, or for the acts of or
the solvency or honesty of any bankers or other persons with whom any moneys or
effects belonging to the Company shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Company shall be placed out on or invested, or for
any other loss, misfortune or damage which may happen in the execution of their
respective offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of any wilful negligence,
wilful default, fraud or dishonesty which may attach to any of said persons.
(b) Every Director and Officer of the Company shall be indemnified out of
the funds of the Company against all liabilities incurred by him as such
Director or Officer of the Company in defending any proceedings, whether civil
or criminal, in which judgment is given in his favor, or in which he is
acquitted, or in connection with any application under the Companies Acts is
granted to him by the court. Such funds shall be advanced to such Director or
Officer on his incurring liability prior to judgment provided that should he be
found guilty of a criminal or other offense for which he cannot by law be
indemnified he shall reimburse the Company the funds advanced."
Section 98 of the Companies Act of 1981 of Bermuda provides:
(1) Subject to subsection (2), a company may in its by-laws or in contract
or arrangement between the
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company and any officer, or any person employed by the company as auditor,
exempt such officer or person from, or indemnify him in respect of, any loss
arising or liability attaching to him by virtue of any rule of law in respect of
any negligence, default, breach of duty or breach of trust of which the officer
or person may be guilty in relation to the company or any subsidiary thereof.
(2) Any provision, whether contained in the by-laws of a company or in any
contract or arrangement between the company and any officer, or any person
employed by the company as auditor, exempting such officer or person from, or
indemnifying him against any liability which by virtue of any rule of law would
otherwise attach to him in respect of any wilful negligence, wilful default,
fraud or dishonesty of which he may be guilty in relation to the company shall
be void. Provided that -
(a) nothing in this section shall operate to deprive any person of any
exemption or right to be indemnified in respect of anything done or omitted to
be done by him while any such provision was in force; and
(b) notwithstanding anything in this section, a company may, in
pursuance of any such provision as aforesaid indemnify any such officer or
auditor against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgment is given in his favor or in which
he is acquitted or when relief is granted to him by the Court under section 281.
Section 98A of the Companies Act 1981 of Bermuda provides that a company
may purchase and maintain insurance for the benefit of any officer of the
company against any liability incurred by him in his capacity as an officer of
the company with respect to a violation of his duty to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances or indemnifying such an officer in respect of any loss
arising or liability attaching to him by virtue of any rule of law in respect of
any negligence, default, breach of duty or breach of trust of which the officer
may be guilty in relation to the company or any subsidiary thereof and nothing
in this Act shall make void or voidable any such policy.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 10-11.
Item 9. Undertakings
(a) The undersigned 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, unless the information is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement, unless the information is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities
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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 which remain unsold at
the termination of the offering.
(b) Subsequent Exchange Act Documents. The undersigned Registrant
---------------------------------
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, 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 this 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.
(c) Indemnification. Insofar as indemnification for liabilities
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arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, 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 question 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.
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SIGNATURES
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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 the City of Hamilton,
Bermuda, on the 10th day of June, 1996.
Terra Nova (Bermuda) Holdings Ltd.
By: /s/ William O. Bailey
------------------------------------
William O. Bailey
Chairman and Chief Executive Officer
The registrant and each person whose signature appears below
constitutes and appoints William O. Bailey, John Riddick, John J. Dwyer, Jean M.
Waggett, Anthony F. Aldridge and Peter W. Norledge, and any agent for service
named in this registration statement and each of them, his, her or its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, her or it and in his, her, or its name, place and
stead, in any and all capacities, to sign and file (i) any and all amendments
(including post-effective amendments) to this registration statement, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission ("SEC") and (ii) any and all other
instruments which any of said attorneys-in-fact and agents deems necessary or
advisable to enable the Company to comply with the Securities Act of 1933, the
rules, regulations and requirements of the SEC in respect thereof, and the
securities or Blue Sky laws of any State or other governmental subdivision,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the
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following persons in the capacities indicated on the 10th day of June, 1996.
/s/ William O. Bailey Chairman and Chief Executive Officer
- ---------------------- (principal executive officer,
William O. Bailey financial officer and accounting
officer)
/s/ John Riddick Deputy Chairman and Director
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John Riddick
/s/ John J. Dwyer Deputy Chairman and Director
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John J. Dwyer
/s/ David L. Jaffe Director
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David L. Jaffe
/s/ Meryl D. Hartzband Director
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Meryl D. Hartzband
/s/ Philip F. Petronis Director
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Philip F. Petronis
/s/ Allan W. Fulkerson Director
- ----------------------
Allan W. Fulkerson
/s/ Hugh P. Lowenstein Director
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Hugh P. Lowenstein
/s/ Robert S. Fleischer Director
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Robert S. Fleischer
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/s/ John J. Byrne Director
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John J. Byrne
/s/ Steven Gilbert Director
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Steven Gilbert
/s/ Nigel H.J. Rogers Director
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Nigel H. J. Rogers
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the undersigned
as the duly authorized representative of the Registrant in the United States.
By: /s/ Jean M. Waggett
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Jean M. Waggett
New York, New York
May 10, 1996
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Index to Exhibits
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Exhibit
No. Description of Exhibit
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4.1 Form of Share Certificate
(incorporated by reference to
Exhibit 4.1 of Amendment No. 2 to the
Company's Registration Statement on
Form S-1, Registration No. 333-1726)
4.2 Indenture, dated June 15, 1995, among
UK Holdings, the Company and The Chase
Manhattan Bank, N.A., as trustee
(incorporated by reference to
Exhibit 4.2 of the Company's
Registration Statement on Form S-1,
Registration No. 333-1726)
4.3 First Supplemental Indenture, dated
October 12, 1995, among UK Holdings,
the Company and The Chase Manhattan
Bank, N.A., as trustee (incorporated
by reference to Exhibit 4.3 of the
Company's Registration Statement on
Form S-1, Registration No. 333-1726)
4.4 Deposit and Custody Agreement, dated
June 15, 1995, among UK Holdings, the
Company, Chase Manhattan Bank
Luxembourg, S.A., as Custodian, and
The Chase Manhattan Bank, N.A., as
Depositary (incorporated by reference
to Exhibit 4.4 of the Company's
Registration Statement on Form S-1,
Registration No. 333-1726)
5.1 Opinion of Conyers, Dill & Pearman
regarding the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Conyers, Dill & Pearman,
included in the Opinion of Conyers,
Dill & Pearman filed as Exhibit 5.
10
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Exhibit
No. Description of Exhibit
- --------- -----------------------------------------
24.1 Powers of Attorney (filed herewith - see
pages 7-8 of the Registration Statement).
99.1 Terra Nova (Bermuda) Holdings Ltd.
Approved Executive Share Option Scheme
(incorporated by reference to Exhibit
10.22 of Amendment No. 2 to the
Company's Registration Statement on
Form S-1, Registration No. 333-1726).
99.2 Octavian Syndicate Management Limited
1996 Stock Option Plan, as
supplemented (incorporated by
reference to Exhibit 10.23 of
Amendment No. 2 to the Company's
Registration Statement on Form S-1,
Registration No. 333-1726).
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[Letterhead of Conyers, Dill & Pearman]
GBRC/km/126819/d.288804
11th June 1996
Terra Nova (Bermuda) Holdings Ltd
Dallas Building
# 7 Victoria Street
Hamilton HM 11
Ladies and Gentlemen
TERRA NOVA (BERMUDA) HOLDINGS LTD
- ---------------------------------
We have acted as special legal counsel to Terra Nova (Bermuda) Holdings Ltd, a
Bermuda corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
Class A Common Shares, par value $5.80 per share (the "Class A Common Shares"),
of the Company issuable under the Terra Nova (Bermuda) Holdings Ltd - Approved
Executive Share Option Scheme (the "Scheme") and the Octavian Syndicate
Management Limited - 1996 Stock Option Plan (the "Plan").
As such counsel, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Scheme and the Plan, the Memorandum of
Association and Bye-laws of the Company as well as resolutions of the Company's
Board of Directors. We have also examined originals, or copies certified to our
satisfaction, of such corporate records of the Company and other instruments,
certificates of appropriate public officials and certificates of officers and
representatives of the Company and other documents as we have deemed necessary
as a basis for the opinions hereinunder expressed. In such examination, we have
assumed the authenticity of all documents
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Page 2
11th June 1996
Terra Nova (Bermuda) Holdings Ltd
submitted to us as originals, the conformity with the originals of all documents
submitted to us as copies, the genuineness of all signatures and the legal
capacity of natural persons.
On the basis of the foregoing, we are of the opinion that the 2,000,000 Class A
Common Shares of the Company issuable pursuant to the Scheme and 500,000 Class A
Common Shares issuable pursuant to the Plan have been duly and validly
authorised by the Company, and when issued and delivered against payment
therefor in accordance with provisions of the Scheme and the Plan respectively,
such Class A Common Shares will be validly issued, fully-paid and non-
assessable.
We are members of the bar of Bermuda and we have made no investigation of and
express no opinion in relation to the laws of any jurisdiction other than
Bermuda. This opinion is to be governed by and construed in accordance with the
laws of Bermuda and is limited to and is given on the basis of the current law
and practice in Bermuda.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission thereunder.
Yours faithfully
CONYERS, DILL & PEARMAN
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated June 12, 1996 of our reports, included in the Prospectus which
constitutes part of the filing on Form S-1 (Registration No. 333-1726) and dated
February 23, 1996 (except for Note 26 as to which the date is March 25, 1996),
on our audits of the consolidated financial statements and financial statement
schedules of Terra Nova (Bermuda) Holdings Ltd. and Terra Nova Insurance Company
Limited. We also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand
-----------------------
Coopers & Lybrand
Hamilton, Bermuda
June 12, 1996
