<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 6, 1998
-------------
Terra Nova (Bermuda) Holdings Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its chart
Bermuda 1-13832 Not Applicable
- --------------------------------------------------------------------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) No.)
Richmond House, 2nd Floor, 12 Par-La-Ville Road,
Hamilton HM 11, Bermuda
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (441) 292-7731
----------------
None
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 6, 1998, Terra Nova (Bermuda) Holdings Ltd.
issued a news release, a copy of which is attached hereto.
On May 18, 1998, Terra Nova (Bermuda) Holdings Ltd.
issued a news release, a copy of which is attached hereto.
ITEM 7(c). EXHIBITS.
News release dated May 6, 1998.
News release dated May 18, 1998.
2
<PAGE>
SIGNATURES
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 hereunto duly
authorized.
TERRA NOVA (BERMUDA) HOLDINGS LTD.
May 28, 1998 By:/s/ Jean M. Waggett
- -------------------------- ----------------------------
(Date) Name: Jean M. Waggett
Title: Secretary
3
<PAGE>
EXHIBIT INDEX
Exhibit Description
99.1 News release of Terra Nova (Bermuda)
Holdings Ltd. dated May 6, 1998.
99.2 News release of Terra Nova (Bermuda)
Holdings Ltd. dated May 18, 1998.
4
<PAGE>
EXHIBIT 99.1
[Letterhead of Terra Nova]
TERRA NOVA (BERMUDA) HOLDINGS ANNOUNCES
$100 MILLION SENIOR NOTE OFFERING
HAMILTON, BERMUDA, May 6, 1998 -- Terra Nova (Bermuda) Holdings Ltd.
(NYSE:TNA) today announced that Terra Nova Insurance (UK) Holdings plc, its
wholly owned subsidiary, will offer $100 million principal amount of Senior
Notes due 2008, bearing interest at a rate to be determined. The issue, which
will be offered pursuant to Rule 144A and Regulation S under the Securities Act
of 1933, as amended, will be guaranteed by Terra Nova (Bermuda) Holdings Ltd.
The proceeds from the offering, which is expected to close May 18, 1998,
together with available cash, will be used to pay for the issuer's 10.75% Senior
Notes due 2005 that were tendered pursuant to the issuer's tender offer that was
commenced on April 20, 1998 and is scheduled to expire on May 15, 1998. The
Notes have not been, and will not be, offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
Terra Nova (Bermuda) Holdings Ltd. is the holding company for five wholly
owned operating entities -- Terra Nova Insurance Company Limited in the U.K.,
Terra Nova (Bermuda) Insurance Company Ltd., Corifrance in Paris, Terra Nova
Capital Limited and Octavian Syndicate Management Limited which manages eight
Lloyd's syndicates in which the Company has a participation. Through these
subsidiaries, the Company underwrites a diverse property, casualty, marine and
aviation insurance and reinsurance business on a worldwide basis.
###
For further Information contact:
Mr. William J. Wedlake Mr. Andrew J. Davies
Senior Vice President and CFO Group Financial Controller
Terra Nova (Bermuda) Holdings Ltd. Terra Nova (Bermuda) Holdings Ltd.
c/o Terra Nova House c/o Terra Nova House
41-43 Mincing Lane 41-43 Mincing Lane
London EC3R 7SP London EC3R 7SP
England England
Tel: 011-44-171-369-5153 Tel: 011-44-171-369-5078
Fax: 011-44-171-369-5150 Fax: 011-44-171-369-5393
1
<PAGE>
EXHIBIT 99.2
[Letterhead of Terra Nova]
TERRA NOVA COMPLETES REFINANCING
--------------------------------
HAMILTON, Bermuda, May 18/PRNewswire/ -- Terra Nova (Bermuda) Holdings Ltd.
(NYSE:TNA) announced that its wholly owned subsidiary, Terra Nova Insurance (UK)
Holdings plc (Terra Nova), today completed its previously announced offering of
$100 million principal amount of Senior Notes due 2008, bearing interest at a
rate of 7% per annum. The issue, which was guaranteed by Terra Nova (Bermuda)
Holdings Ltd., was offered pursuant to Rule 144A under the Securities Act of
1933, as amended, and has not been, and will not be, offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
The net sale proceeds of approximately $98.9 million were used to purchase
all of the issuer's outstanding 10.75% Senior Notes due 2005 pursuant to a
previously announced tender offer. The consideration paid for each $1,000
principal amount of 10.75% Notes tendered was $1,171.89 including a consent
payment of $5.00 and accrued interest of $40.91 and was based on the present
value of the tendered Notes, determined by using the earliest date such Notes
were subject to redemption and a yield equal to a fixed spread of 25 basis
points over the yield of the 5.875% U.S. Treasury Notes due June 30, 2000, as
calculated at 2:00 PM, May 12, 1998.
"The completion of this refinancing is expected to result in a second
quarter non-recurring, non-operating loss of $11.7 million, or $0.45 cents per
share. The reduced interest costs and fee amortization are expected to save $2.4
million and add $0.09 cents per share to operating earnings on an annualized
basis," reported Terra Nova's Chairman, John J. Dwyer. "We were very pleased
with the recently announced two level upgrade to Baa1 by Moody's Investor
Services, which contributed to the very attractive lower rates we were able to
achieve and reflects the capital market's recognition of our stronger balance
sheet," Mr. Dwyer concluded.
Terra Nova (Bermuda) Holdings Ltd. is the holding company for five wholly
owned operating entities - Terra Nova Insurance company Limited in the U.K.,
Terra Nova (Bermuda) Insurance Company Ltd., Corifrance in Paris, Terra Nova
Capital Limited and Octavian Syndicate Management Limited which manages eight
Lloyd's syndicates in which the Company has a participation. Through these
subsidiaries, the Company underwrites a diverse property, casualty, marine and
aviation insurance and reinsurance business on a worldwide basis.
1
<PAGE>
###
For further Information contact:
Mr. William J. Wedlake Mr. Andrew J. Davies
Senior Vice President and CFO Group Financial Controller
Terra Nova (Bermuda) Holdings Ltd. Terra Nova (Bermuda) Holdings Ltd.
c/o Terra Nova House c/o Terra Nova House
41-43 Mincing Lane 41-43 Mincing Lane
London EC3R 7SP London EC3R 7SP
England England
Tel: 011-44-171-369-5153 Tel: 011-44-171-369-5078
Fax: 011-44-171-369-5150 Fax: 011-44-171-369-5393
2
