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
March 2, 2000
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Date of Report (Date of earliest event reported)
Risk Capital Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-26456 06-1424716
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
20 Horseneck Lane, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 862-4300
Not Applicable
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(Former name or former address, if changed since last report)
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RISK CAPITAL HOLDINGS, INC.
ITEM 5. Other Events.
See press release attached as Exhibit 99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information And Exhibits.
99.1. Press Release, dated March 2, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned.
Date: March 2, 2000 RISK CAPITAL HOLDINGS, INC.
By: /s/ Peter A. Appel
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Peter A. Appel
Executive Vice President and
Chief Operating Officer
Contact: Robert Clements and Peter Appel
Risk Capital Holdings, Inc.
(203) 862-4300
RISK CAPITAL HOLDINGS, INC.
REPURCHASES XL CAPITAL LTD'S INTEREST IN THE COMPANY
GREENWICH, CONNECTICUT, MARCH 2, 2000 - - Risk Capital Holdings, Inc.
[NASDAQ: RCHI] announced today that it has repurchased from XL Capital Ltd
("XL") all of the 4,755,000 shares of RCHI's common stock held by XL
(constituting 27.8% of RCHI's outstanding common stock) for a purchase price of
$12.45 per share, for a total of approximately $59.2 million, pursuant to a
previously announced agreement. The per share repurchase price was determined as
the lesser of (i) 85% of the average closing market price of RCHI's common stock
for the twenty-day trading period beginning January 21, 2000, which was $14.65,
and (ii) $15.00.
Consideration paid to XL for the repurchase consisted of (i) RCHI's
interest in privately held LARC Holdings, Ltd. (parent of Latin American
Reinsurance Company Ltd.), valued at $25 million, and (ii) all of the shares and
warrants held by RCHI in Annuity and Life Re (Holdings), Ltd., valued at $37.8
million in the aggregate. XL paid RCHI in cash the $3.6 million difference
between the repurchase price and the value of RCHI's interests in LARC and
Annuity and Life Re.
Following the stock repurchase, Michael Esposito, Jr. and Ian Heap will
continue to serve on RCHI's Board of Directors, but no longer as XL's designees,
and Steve Friedman resigned as a Director.
Robert Clements, Chairman of the Board of RCHI, said "We are very pleased
that Michael Esposito and Ian Heap will continue to be with us as members of our
Board of Directors, and are thankful to Steve Friedman for his guidance and
insight during the sale of our reinsurance operations and the repurchase of XL's
interest in the Company."
RCHI has previously announced the pending sale of its reinsurance
operations to Folksamerica Holding Company, Inc. and Folksamerica Reinsurance
Company.
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