-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9bCFK/o7EsbZXVVUH/57rxueU8rQdlaqLWFYXfLwpTSSi3AZ0784xSE4W9EmB/F dSPuOzlaGlxzXzjux0iJsg== 0000921530-04-000036.txt : 20040128 0000921530-04-000036.hdr.sgml : 20040128 20040128105811 ACCESSION NUMBER: 0000921530-04-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040128 GROUP MEMBERS: MOORE ADVISORS, LTD. GROUP MEMBERS: MOORE CAPITAL ADVISORS, LLC GROUP MEMBERS: MOORE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: MOORE HOLDINGS, LLC GROUP MEMBERS: MOORE MACRO FUND, L.P. GROUP MEMBERS: MR. LOUIS M. BACON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAX RE CAPITAL LTD CENTRAL INDEX KEY: 0001141719 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77924 FILM NUMBER: 04548052 BUSINESS ADDRESS: STREET 1: MAX RE HOUSE STREET 2: 2 FRONT STREET CITY: HAMILTON HM11 STATE: D0 ZIP: HM 11 BUSINESS PHONE: 4412968800 MAIL ADDRESS: STREET 1: MAX RE HOUSE STREET 2: 2 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000924178 IRS NUMBER: 06165397 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127827325 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 maxre_13d10104.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MAX RE CAPITAL LTD. ------------------- (Name of Issuer) Common Shares, Par Value $1.00 Per Share ---------------------------------------- (Title of Class of Securities) G6052F103 --------- (CUSIP Number) James E. Kaye, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 2004 --------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 15 Pages Exhibit Index: Page 14 SCHEDULE 13D CUSIP No. G6052F103 Page 2 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) LOUIS M. BACON 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization UNITED STATES Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 13,411,453 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 13,411,453 11 Aggregate Amount Beneficially Owned by Each Reporting Person 13,411,453 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 27.04% 14 Type of Reporting Person (See Instructions) IA SCHEDULE 13D CUSIP No. G6052F103 Page 3 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MOORE HOLDINGS, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Ctizenship or Place of Organization DELAWARE Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 11,078,119 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 11,078,119 11 Aggregate Amount Beneficially Owned by Each Reporting Person 11,078,119 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 22.34% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. G6052F103 Page 4 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MOORE CAPITAL MANAGEMENT, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization NEW YORK Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 2,333,334 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 2,333,334 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,333,334 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 5.16% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. G6052F103 Page 5 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MOORE CAPITAL ADVISORS, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization DELAWARE Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 2,333,334 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 2,333,334 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,333,334 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 5.16% 14 Type of Reporting Person (See Instructions) OO SCHEDULE 13D CUSIP No. G6052F103 Page 6 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MOORE ADVISORS, LTD. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization BAHAMAS Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 2,333,334 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 2,333,334 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,333,334 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 5.16% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. G6052F103 Page 7 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MOORE MACRO FUND, L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization BAHAMAS Number of 7 Sole Voting Power Shares 0 Beneficially Owned By 8 Shared Voting Power Each 2,333,334 Reporting Person 9 Sole Dispositive Power With 0 10 Shared Dispositive Power 2,333,334 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,333,334 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 5.16% 14 Type of Reporting Person (See Instructions) PN Page 8 of 15 Pages This Amendment No. 1 to Schedule 13D relates to common shares, par value $1.00 per share (the "Shares"), of Max Re Capital Ltd. (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D, dated August 19, 2003 (the "Initial Statement"). This Amendment No. 1 is being filed by the Reporting Persons (as defined herein) to, among other things, disclose that, as a result of an internal reorganization, MMF (as defined below) acquired more than five percent of the Shares, as more fully set forth in Items 2 and 3 herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of (1) Moore Holdings, LLC, a Delaware limited liability company ("Moore Holdings"), (2) Moore Capital Management, LLC, a New York limited liability company ("MCM"), (3) Louis M. Bacon ("Mr. Bacon"), a United States citizen, in his capacity as (a) Chairman and Chief Executive Officer and director of MCM, (b) director and majority interest holder of Moore Capital Advisors, LLC, a Delaware limited liability company ("MCA") and Moore Advisors, Ltd., a Bahamian corporation ("Advisors"), and (c) the sole member of a Delaware limited liability company that is the managing member of Moore Holdings, (4) MCA, (5) Advisors, and (6) Moore Macro Fund, L.P., a Bahamian limited partnership. Moore Holdings, MCM, Mr. Bacon, MCA, Advisors and MMF are sometimes collectively referred to herein as the "Reporting Persons." MCM, a registered commodity trading advisor also serves as discretionary investment manager to MMF and to an international business company organized under the laws of the Bahamas (the "Fund"). In such capacity, MCM may be deemed the beneficial owner of the Shares held for the accounts of MMF and the Fund. The Managing Member of MCM is a Delaware limited liability company of which the majority interest holder is Mr. Bacon. MCA is a registered commodity trading advisor and commodity pool operator. MCA serves as general partner and discretionary investment manager to a Delaware limited partnership (the "U.S. Partnership"). In such capacities, MCA may be deemed the beneficial owner of the Shares held for the account of the U.S. Partnership. MCA serves as the co-general partner of MMF along with Advisors. The limited partners of MMF are the Fund and the U.S. Partnership. Effective January 1, 2004, all Shares formerly held for the account of the Fund and the U.S. Partnership were contributed to MMF in exchange for partnership interests in MMF. This statement relates to Shares held for the accounts of the Moore Holdings and MMF. Set forth in Annex A hereto and incorporated herein by reference, is updated information concerning the identity and background of the officers and directors of MCA, MCA and Advisors. Item 3. Source and Amount of Funds or Other Consideration As noted above, as of January 1, 2004, all Shares formerly held for the accounts of the Fund and the U.S. Partnership were contributed to MMF in exchange for partnership interests in MMF pursuant to an internal reorganization. The securities held for the account of MMF may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Page 9 of 15 Pages Item 4. Purpose of Transaction. All of the Shares reported herein were acquired for investment purposes. Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) Moore Holdings may be deemed to be the beneficial owner of the 11,078,119 Shares (approximately 22.34% of the total number of Shares outstanding assuming the exercise of certain warrants held for its account) held for its account. This number consists of A) 6,666,667 Shares held for its account, and B) 4,411,452 Shares issuable upon the exercise of certain warrants held for its account. (ii) Each of MCM, MCA, Advisors and MMF may be deemed to be the beneficial owner of the 2,333,334 Shares (approximately 5.16% of the total number of Shares outstanding) held for the account of MMF. (iii) Mr. Bacon may be deemed to be the beneficial owner of 13,411,453 Shares (approximately 27.04% of the total number of Shares outstanding assuming the exercise of certain warrants held for the account of Moore Holdings). (b) (i) Moore Holdings may be deemed to have shared power to direct the voting and disposition of the 11,078,119 Shares that may be deemed to be beneficially owned by Moore Holdings as described above. (ii) Each of MCM, MCA, Advisors and MMF may be deemed to have shared power to direct the voting and disposition of the 2,333,334 Shares that may be deemed to be beneficially owned by MMF as described above. (iii) Mr. Bacon may be deemed to have shared power to direct the voting and disposition of A) the 11,078,119 Shares that may be deemed to be beneficially owned by Moore Holdings as described above, and B) the 2,333,334 Shares that may be deemed to be beneficially owned by MMF as described above. (c) Except for the transactions described in Items 2 and 3 herein, there have been no transactions effected with respect to the Shares by any of the Reporting Persons since November 30, 2004 (60 days prior to the date hereof). (d) (i) The members of Moore Holdings have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Moore Holdings in accordance with their membership interests in Moore Holdings. (ii) The partners of MMF, including MCA, Advisors, the Fund and the U. S. Partnership, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of MMF in accordance with their partnership interests in MMF. (e) Not applicable. Page 10 of 15 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable law, each of the Reporting Persons may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short sale positions in such securities. Except as set forth herein, and in the Initial Statement, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 11 of 15 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: January 28, 2004 LOUIS M. BACON By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Attorney-in-Fact Date: January 28, 2004 MOORE HOLDINGS, LLC By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President and Secretary Date: January 28, 2004 MOORE CAPITAL MANAGEMENT, LLC By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President Date: January 28, 2004 MOORE CAPITAL ADVISORS, LLC By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President Date: January 28, 2004 MOORE ADVISORS, LTD. By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Director Date: January 28, 2004 MOORE MACRO FUND, L.P. By: Moore Capital Management, L.P., Its Investment Manager By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President Page 12 of 15 Pages ANNEX A Officers and Directors of Moore Capital Management, LLC ("MCM") Name/Citizenship Principal Occupation Business Address - ---------------- -------------------- ---------------- Louis M. Bacon Chairman & Chief Executive 1251 Avenue of the Americas (United States) Officer,Director New York, New York 10020 M. Elaine Crocker President and Director 1251 Avenue of the Americas (United States) New York, New York 10020 Lawrence Noe Vice President 1251 Avenue of the Americas (United States) (Director of Taxes) New York, New York 10020 Michael Melnick Director 1251 Avenue of the Americas (United States) New York, New York 10020 Christopher Pia Director 1251 Avenue of the Americas (United States) New York, New York 10020 Zack H. Bacon Director 1251 Avenue of the Americas (United States) New York, New York 10020 Richard Axilrod Director 1251 Avenue of the Americas (United States) New York, New York 10020 Kevin F. Shannon Chief Financial Officer 1251 Avenue of the Americas (United States) and Director New York, New York 10020 Stephen R. Nelson Vice President & Secretary 1251 Avenue of the Americas (United States) (General Counsel) & Director New York, New York 10020 Officers and Directors of Moore Capital Advisors, LLC ("MCA") Name/Citizenship Principal Occupation Business Address - ---------------- -------------------- ---------------- Louis M. Bacon Chairman & Chief Executive 1251 Avenue of the Americas (United States) Officer, Director New York, New York 10020 M. Elaine Crocker President and Director 1251 Avenue of the Americas (United States) New York, New York 10020 Lawrence Noe Vice President 1251 Avenue of the Americas (United States) (Director of Taxes) New York, New York 10020 Michael Melnick Director 1251 Avenue of the Americas (United States) New York, New York 10020 Christopher Pia Director 1251 Avenue of the Americas (United States) New York, New York 10020 Zack H. Bacon Director 1251 Avenue of the Americas (United States) New York, New York 10020 Page 13 of 15 Pages Richard Axilrod Director 1251 Avenue of the Americas (United States) New York, New York 10020 Kevin F. Shannon Chief Financial Officer 1251 Avenue of the Americas (United States) and Director New York, New York 10020 Stephen R. Nelson Vice President & Secretary 1251 Avenue of the Americas (United States) (General Counsel) & Director New York, New York 10020 Officers and Directors of Moore Advisors, Ltd. ("Advisors") Name/Citizenship Principal Occupation Business Address - ---------------- -------------------- ---------------- Louis M. Bacon Chairman & Chief Executive 1251 Avenue of the Americas (United States) Officer, Director New York, New York 10020 M. Elaine Crocker President and Director 1251 Avenue of the Americas (United States) New York, New York 10020 Lawrence Noe Vice President 1251 Avenue of the Americas (United States) (Director of Taxes) New York, New York 10020 Michael Melnick Director 1251 Avenue of the Americas (United States) New York, New York 10020 Christopher Pia Director 1251 Avenue of the Americas (United States) New York, New York 10020 Zack H. Bacon Director 1251 Avenue of the Americas (United States) New York, New York 10020 Richard Axilrod Director 1251 Avenue of the Americas (United States) New York, New York 10020 Kevin F. Shannon Chief Financial Officer 1251 Avenue of the Americas (United States) and Director New York, New York 10020 Stephen R. Nelson Vice President & Secretary 1251 Avenue of the Americas (United States) (General Counsel) & Director New York, New York 10020 Except as otherwise set forth herein, to the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. /1/ (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. /1/ - ---------------------------------------------------------------- /1/ Mr. Bacon beneficially owns Shares and other securities of the Issuer through his business relationships with Moore Holdings and MMF as set forth herein. Page 14 of 15 Pages EXHIBIT INDEX Page No. -------- D. Joint Filing Agreement, dated as of January 28, 2004, by and among Mr. Louis M. Bacon, Moore Holdings, LLC, Moore Capital Management, LLC, Moore Capital Advisors, LLC, Moore Advisors, Ltd., and Moore Macro Fund, L.P.............. 15 Page 15 of 15 Pages EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the securities of Max Re Capital Ltd., dated as of January 28, 2004, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: January 28, 2004 LOUIS M. BACON By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Attorney-in-Fact Date: January 28, 2004 MOORE HOLDINGS, LLC By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President and Secretary Date: January 28, 2004 MOORE CAPITAL MANAGEMENT, LLC By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President Date: January 28, 2004 MOORE CAPITAL ADVISORS, LLC By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President Date: January 28, 2004 MOORE ADVISORS, LTD. By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Director Date: January 28, 2004 MOORE MACRO FUND, L.P. By: Moore Capital Management, L.P., Its Investment Manager By:/s/ Stephen R. Nelson ------------------------------ Name: Stephen R. Nelson Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----