Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-86145
File Number 33-99974
RISK CAPITAL HOLDINGS, INC.
PROSPECTUS SUPPLEMENT DATED MARCH 20, 2000
TO
PROSPECTUSES DATED DECEMBER 26, 1996 AND AUGUST 30, 1999
This prospectus supplement supplements our prospectuses dated December 26,
1996 and August 30, 1999 (the "Prospectuses") relating to the reoffers and
resales of shares of our common stock, par value $.01 per share, issued or
issuable under our 1999 Long Term Incentive and Share Award Plan, (the "1999
Incentive Plan"), 1995 Long Term Incentive and Share Award Plan (the "1995
Incentive Plan") and 1995 Employee Stock Purchase Plan (together with the 1999
and 1995 Incentive Plans, the "Plans"). This prospectus supplement sets forth a
list of the current selling stockholders and updates the number of shares of
common stock available to be resold by each selling stockholder under the Plans.
This prospectus supplement should be read in conjunction with the Prospectuses
and this prospectus supplement is qualified by reference to the Prospectuses
except to the extent that the information contained herein supersedes the
information contained in the Prospectuses.
SELLING STOCKHOLDERS
The following table sets forth certain information concerning the selling
stockholders as of March 16, 2000. Except as disclosed below, none of the
selling stockholders has, or within the past three years has had, any position,
office or other material relationship with us:
<TABLE>
<CAPTION>
Maximum Number of Shares
Shares Owned and/or
Shares Owned Subject to Outstanding
Position with Prior to Options Which May Be
Name the Company Offering Offered Hereby (1)
- ---- ----------- -------- ------------------------
<S> <C> <C> <C>
Mark D. Mosca President, Chief 453,471 (2) 418,571 (2)
Executive
Officer and Director
Robert Clements Chairman, Director 306,032 (3) 109,129 (3)
Peter A. Appel Executive Vice President 196,971 (4) 196,971 (4)
and Chief Operating
Officer
Paul J. Malvasio Managing Director, Chief 170,788 (5) 170,788 (5)
Financial Officer and
Treasurer
Michael P. Esposito, Jr. Director 9,304 (6) 5,304 (6)
Stephen Friedman Former Director(7) 2,704 (6) 2,704 (6)
Lewis L. Glucksman Director 5,304 (6) 5,304 (6)
Ian R. Heap Director 6,800 (6) 3,300 (6)
Thomas V. A. Kelsey Director 8,054 (6) 5,054 (6)
Robert F. Works Director 3,804 (6) 3,804 (6)
Philip L. Wroughton Director 4,300 (6) 3,300 (6)
</TABLE>
- -------------------
(1) Represents the number of shares of common stock issued or issuable under
the Plans to each selling stockholder. Does not constitute a commitment to
sell any or all of the stated number of shares of common stock. The number
of shares offered shall be determined from time to time by each selling
stockholder at his discretion.
(2) Amounts include (i) 141,071 shares of common stock owned directly by Mr.
Mosca (20,000 of such shares are subject to vesting) and (ii) 312,400
shares of common stock issuable upon the exercise of stock options (145,897
of such shares are issuable under options which are subject to vesting).
(3) Amounts include (i) 24,304 shares of common stock owned directly by Mr.
Clements, (ii) Class A Warrants to purchase 80,000 shares of common stock,
(iii) 107,125 shares of common stock issuable upon the exercise of stock
options (73,740 of such shares are issuable under options which are subject
to vesting) and (iv) 55,000 shares of common stock and Class A Warrants to
purchase 39,603 shares of common stock beneficially owned by Taracay
Investors, a general partnership ("Taracay"), the general partners of which
consist of Mr. Clements and members of his family. Mr. Clements is the
managing partner of Taracay. Does not include 150,000 shares of common
stock issuable upon the exercise of Class B Warrants, which are not
currently exercisable.
(4) Amounts include (i) 31,171 shares of common stock owned directly by Mr.
Appel (5,000 of such shares are subject to vesting) and (ii) 165,800 shares
of common stock issuable upon the exercise of stock options (94,137 of such
shares are issuable under options which are subject to vesting).
(5) Amounts include (i) 29,988 shares of common stock owned directly by Mr.
Malvasio (5,000 of such shares are subject to vesting) and (ii) 140,800
shares issuable upon the exercise of stock options (74,137 of such shares
are issuable under options which are subject to vesting).
(6) Amounts include shares issuable upon the exercise of stock options. Certain
of such options are subject to vesting.
(7) Mr. Friedman resigned from the Board of Directors of Risk Capital Holdings,
Inc. effective March 2, 2000.
Information concerning the selling stockholders may change from time to
time and will be set forth in future supplements. Accordingly, the identity of
the selling stockholders may change and the number of shares of Common Stock
offered hereby may increase or decrease. Full copies of each Prospectus will be
provided upon request.
