As filed with the Securities and Exchange Commission on August 28, 1997.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RISK CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1424716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20 Horseneck Lane
Greenwich, Connecticut 06830
(203) 862-4300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Peter A. Appel, Esq.
Managing Director and General Counsel
Risk Capital Holdings, Inc.
20 Horseneck Lane
Greenwich, Connecticut 06830
(212) 862-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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Approximate date of commencement of
proposed sale to the public: From time to time
after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Title of Each Class of Amount to Proposed Maximum Aggregate Proposed Maximum Aggregate Amount of
Securities to be Registered be Registered Price Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock 1,750,000 Shares $21.50 $37,625,000 $11,402
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee and
computed pursuant to Rule 457(c) under the Securities Act of 1933 as amended,
based on the market value of the Registrant's Common Stock. The market value of
the Registrant's Common Stock was computed by taking the average of the high and
low sale prices reported for the Common Stock by the Nasdaq National Market on
August 26, 1997 which was $21.50 per share.
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 which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED August 28, 1997
PROSPECTUS
1,750,000 Shares
RISK CAPITAL HOLDINGS, INC.
Common Stock
This Prospectus relates to the offer and sale, from time to time, of
1,750,000 shares (the "Shares") of Common Stock, par value $.01 per share (the
"Common Stock"), of Risk Capital Holdings, Inc. (the "Company") by The Trident
Partnership, L.P. (the "Selling Stockholder"). See "Selling Stockholder and
Principal Stockholders." The Company will not receive any of the proceeds from
the sale of the Shares.
The Shares offered hereby may be offered for sale by the Selling
Stockholder from time to time at market prices prevailing at the time of sale or
at negotiated prices. Certain of the expenses of this offering, estimated at
$83,402, will be borne by the Company.
The Selling Stockholder and brokers through whom sales of the Shares may be
made may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933, as amended (the "Securities Act"). In addition, any
profits realized by the Selling Stockholder or such brokers on the sale of such
Common Stock may be deemed to be underwriting commissions under the Securities
Act.
The Common Stock is traded on the Nasdaq National Market under the symbol
"RCHI." The last reported sale price of the Common Stock on August 27, 1997 was
$21.875 per share.
The Shares may be sold directly by the Selling Stockholder, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Selling Stockholder or any underwriters
are involved in any sale of Shares in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement.
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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.
---------------
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the Commission's Regional Offices
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611 and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials can also be obtained upon written request from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such material may also
be inspected and copied at the office of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006. The Commission maintains a Website that contains
reports, proxy and information statements and other information regarding
reporting companies under the Exchange Act, including the Company, at
http://www.sec.gov.
This Prospectus constitutes part of a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act with respect to the Company and the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in schedules and
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete;
with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Reference is made to the
Registration Statement and to the exhibits thereto, as well as to the documents
incorporated by reference in this Prospectus, for further information with
respect to the Company and the Shares.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-26456) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, including portions incorporated therein of the Company's
definitive Proxy Statement dated April 14, 1997.
2. The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997.
3. The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1997.
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on July 18, 1995, as amended on
September 13, 1995 by Form 8-A/A, including any further amendment or report
filed for the purpose of updating such description.
5. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the applicable
Shares.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference, other than exhibits to such
information (unless such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to Risk Capital Holdings,
Inc., 20 Horseneck Lane, Greenwich, Connecticut, 06830, Attention: Office of the
Secretary; telephone number: (203) 862-4300.
----------------
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein, or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute part of this Prospectus except as so modified.
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<PAGE>
THE COMPANY
The Company, incorporated in March 1995 under the laws of the State of
Delaware, is a global reinsurance company which integrates reinsurance
underwriting with an investment strategy focused on the insurance industry. The
Company believes that reinsurance underwriting and investment skills can be
mutually reinforcing and that successfully employing such skills in an
integrated manner can result in enhanced stockholder returns.
The Company operates through its wholly owned subsidiary, Risk Capital
Reinsurance Company ("Risk Capital Reinsurance"), whose primary focus is on
traditional and finite risk property and casualty reinsurance treaty coverages,
including excess of loss reinsurance and quota share or proportional
reinsurance. As of June 30, 1997, Risk Capital Reinsurance had statutory capital
and surplus of $365.0 million. Based upon data available as of June 30, 1997
from the Reinsurance Association of America, Risk Capital Reinsurance is the
thirteenth largest United States based broker market oriented reinsurer as
measured by statutory surplus.
For information as to the principal stockholders of the Company, see
"Selling Stockholder and Principal Stockholders."
The Company's executive offices are located at 20 Horseneck Lane,
Greenwich, Connecticut 06830 and its telephone number is (203) 862-4300.
USE OF PROCEEDS
All of the Shares offered hereby are being offered for sale by the Selling
Stockholder. The Company will not receive any of the proceeds from the sale of
the Shares.
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<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of June 30, 1997.
Stockholders' Equity
(dollars in thousands)
Preferred stock, $.01 par value:
20,000,000 shares authorized (none issued).............. --
Common stock, $.01 par value:
80,000,000 shares authorized (1997: 17,045,246;
1996: 17,031,246 shares issued)........................... $ 170
Additional paid-in capital.................................. 340,714
Unrealized appreciation of investments, net of income tax..... 35,015
Deferred compensation under stock award plan................ (2,194)
Retained earnings........................................... 5,673
Less treasury stock, at cost (1997, 10,073 shares)............ (169)
--------
Total Stockholders' Equity......................... $379,209
========
DIVIDEND POLICY
The declaration and payment of dividends is at the discretion of the Board
of Directors of the Company and depends upon the Company's results of operations
and cash flows, the financial position and capital requirements of the Company,
general business conditions, legal, tax and regulatory restrictions on the
payment of dividends and other factors the Board of Directors of the Company
deems relevant. There is no requirement or assurance that dividends will be
declared or paid in the future. The payment of dividends by the Company will be
dependent upon the ability of Risk Capital Reinsurance, the Company's principal
operating subsidiary, to provide funds (principally dividends and other
distributions) to the Company. The ability of Risk Capital Reinsurance to pay
dividends or make distributions to the Company is dependent upon Risk Capital
Reinsurance's ability to achieve satisfactory underwriting and investment
results and to meet certain regulatory standards of its jurisdiction of
domicile. See "Business--Insurance Regulation" in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 (the "1996 10-K").
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<PAGE>
SELLING STOCKHOLDER AND PRINCIPAL STOCKHOLDERS
The Selling Stockholder is offering to sell all of the shares of Common
Stock it owns in this offering. However, after giving effect to the offering,
the Selling Stockholder will continue to own warrants to purchase 1,386,079
shares of Common Stock, which represents approximately 7.1% of the outstanding
shares of Common Stock (assuming the exercise of all immediately exercisable
warrants and options to purchase Common Stock).
In addition, after giving effect to the offering, the principal
stockholders of the Company will continue to be (i) a wholly owned subsidiary of
EXEL Limited ("EXEL"), which beneficially owns approximately 22.0% of the
outstanding shares of Common Stock (or 19.1% assuming the exercise of all
immediately exercisable warrants and options to purchase Common Stock), (ii) a
subsidiary of Marsh & McLennan Companies Inc. ("Marsh"), which beneficially owns
approximately 8.2% of the outstanding shares of Common Stock (or 11.7% assuming
the exercise of all immediately exercisable warrants and options to purchase
Common Stock), and (iii) the Selling Stockholder. Marsh also owns additional
warrants to purchase an additional 1,920,601 shares of Common Stock which are
not exercisable until September 1998 and vest only if the Common Stock trades at
or above $30 per share for 20 out of 30 consecutive trading days. EXEL, Marsh
and the Selling Stockholder acquired the securities in the Company owned by them
in connection with the initial capitalization of the Company in 1995 and in
transactions exempt from the registration requirements of the Securities Act. In
connection with existing registration rights arrangements, EXEL and Marsh have
agreed not to request any registration of securities of the Company owned by
them under the Securities Act for at least 180 days after the date hereof.
For a description of certain relationships between or among the Selling
Stockholder, the Company and other interested persons, see the 1996 10-K and the
portions of the Company's 1997 Proxy Statement incorporated therein by
reference, including "Certain Relationships and Related Transactions."
PLAN OF DISTRIBUTION
The Shares to be offered for sale by the Selling Stockholder may be offered
for sale from time to time at market prices prevailing at the time of sale or at
negotiated prices, and without payment of any underwriting discounts or
commissions except for usual and customary selling commissions paid to brokers
or dealers. This Prospectus may be used from time to time by the Selling
Stockholder to offer the Common Stock registered hereby for sale in transactions
in which such Selling Stockholder, or broker or dealer, may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of such shares may be deemed to be underwriting
discounts and commissions, under the Securities Act. The sale of the Shares may
be effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, at mar-
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<PAGE>
ket prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices.
The Selling Stockholder may sell Shares through underwriters or dealers,
directly to one or more purchasers, through agents or through a combination of
any such methods of sale. Any underwriter or agent involved in the offer and
sale of the Shares will, if required, be named in the applicable Prospectus
Supplement.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company and/or the Selling Stockholder, or their
affiliates, in the ordinary course of business.
The Company has agreed to indemnify the Selling Stockholder and certain
other persons against certain liabilities, including liabilities under the
Securities Act. The Company is obligated to pay, or reimburse, the Selling
Stockholder for certain expenses of the offering.
In order to comply with the securities laws of certain states, if
applicable, the Shares offered hereby will be sold in such jurisdiction only
through registered or licensed brokers or dealers. In addition, in certain
states Shares may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
LEGAL MATTERS
Certain legal matters covered by this Prospectus will be passed upon for
the Company by Cahill Gordon & Reindel (a partnership including a professional
corporation), New York, New York.
EXPERTS
The consolidated financial statements and schedules of Risk Capital Holdings,
Inc. as of December 31, 1995 and 1996, and for each of the years in the period
ended December 31, 1996, incorporated by reference in this Prospectus from the
1996 10-K, have been audited by Price Waterhouse LLP, independent accountants,
as set forth in their reports thereon incorporated herein by reference. Such
financial statements have been so incorporated by reference in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.
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<PAGE>
[PROSPECTUS BACK COVER]
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Page Page
Available Information....................... 2 Dividend Policy............................ 5
Incorporation of Certain Documents by Selling Stockholder and Principal
Reference................................ 3 Stockholders............................ 6
The Company................................. 4 Plan of Distribution....................... 6
Use of Proceeds............................. 4 Legal Matters.............................. 7
Capitalization.............................. 5 Experts.................................... 7
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the registrant's expenses in connection with the
issuance of the Shares being registered. Except for the registration fee, the
listed amounts are estimates.
Registration fee .............................. $ 11,402
Printing and duplicating expenses ............. 25,000
Legal fees and expenses ....................... 35,000
Accounting fees and expenses .................. 2,000
Miscellaneous ................................. 10,000
------------
Total ................................ $ 83,402
============
- ----------
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
Risk Capital Holdings, Inc. (the "Company") has adopted provisions in its
Certificate of Incorporation and By-Laws that provide that the Company shall
indemnify its officers and directors to the maximum extent permitted under the
Delaware Law.
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<PAGE>
In accordance with the Delaware Law, the Certificate of Incorporation of
the Company contains a provision to limit the personal liability of the
directors for violations of their fiduciary duty. This provision eliminates each
director's liability to the Company or its respective stockholders for monetary
damages except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Law or (iv) for any transaction from which a
director derived an improper personal benefit. The effect of this provision is
to eliminate the personal liability of directors for monetary damages for
actions involving a breach of their fiduciary duty of care.
Item 16. Exhibits.
Exhibit No. Description
(5) Opinion of Cahill Gordon & Reindel regarding the legality of the
securities being registered.
(23.1) Consent of Price Waterhouse LLP.
(23.2) Consent of Cahill Gordon & Reindel (included in Exhibit (5)).
(24) Powers of Attorney (included in signature pages hereof).
Item 17. 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 of 1933, as amended (the "Securities
Act");
(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) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities and
Exchange Commission (the
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<PAGE>
"Commission") pursuant to Rule 424(b) under the Securities
Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) herein do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the 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 offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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) 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 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.
(c) 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 foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the 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
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<PAGE>
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 in the City of Greenwich, State of Connecticut on August 28, 1997.
RISK CAPITAL HOLDINGS, INC.
(Registrant)
By: /s/ Mark D. Mosca
------------------------------
Mark D. Mosca
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark D. Mosca, Peter A. Appel and Paul J.
Malvasio, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, which amendments may make such changes as such person
deems appropriate, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
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 and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Mark D. Mosca President (Principal August 27, 1997
- --------------------------- Executive Officer) and
Mark D. Mosca Director
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<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Paul J. Malvasio Chief Financial Officer and August 27, 1997
- ---------------------------- Treasurer (Principal Financial
Paul J. Malvasio and Principal Accounting
Officer)
/s/ Robert Clements Chairman and Director August 27, 1997
- ---------------------------
Robert Clements
/s/ Michael P. Esposito, Jr. Director August 27, 1997
- ----------------------------
Michael P. Esposito, Jr.
/s/ Allan W. Fulkerson Director August 27, 1997
- --------------------------
Allan W. Fulkerson
/s/ Lewis L. Glucksman Director August 27, 1997
- -------------------------
Lewis L. Glucksman
/s/ Ian R. Heap Director August 27, 1997
- ---------------------------
Ian R. Heap
______________________ Director
Thomas V.A. Kelsey
/s/ Mark N. Williamson Director August 27, 1997
- -------------------------
Mark N. Williamson
/s/ Philip L. Wroughton Director August 27, 1997
- --------------------------
Philip L. Wroughton
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<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
5* Opinion of Cahill Gordon & Reindel
regarding the legality of the securities
being registered.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of Cahill Gordon & Reindel (included in
Exhibit (5)).
24* Powers of Attorney (included in signature pages
hereof).
- -------------
* filed herewith
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[Cahill Gordon & Reindel Letterhead]
August 25, 1997
(212) 701-3000
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are counsel to Risk Capital Holdings, Inc., a Delaware corporation (the
"Company"), and have acted in such capacity in connection with the Company's
registration statement on Form S-3 (the "Registration Statement"), being filed
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement registers under the Securities Act 1,750,000 shares of
the Company's common stock ("Common Stock") which may be offered and sold from
time to time by The Trident Partnership, L.P. (the "Selling Stockholder").
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate and other records, certificates
and other papers as we deem necessary to examine for the purpose of this
opinion.
Based on such examination, it is our opinion that the shares of Common
Stock that are offered for sale pursuant to the Registration Statement are
legally issued, fully paid and non-assessable.
We are members of the bar of the State of New York and we do not hold
ourselves out as being conversant with, and express no opinion as to, the laws
of any jurisdiction other than those of the United States of America, the State
of New York, and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
section entitled "Legal Matters." In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7 of
the Securities Act.
Very truly yours,
/s/ Cahill Gordon & Reindel
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Risk Capital
Holdings, Inc. (the "Company") of our report dated February 7, 1997 appearing on
page F-2 of the Company's Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, also dated February 7, 1997, which appears on
page S-1 of the Company's Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, NY
August 25, 1997
