-----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, JFHBIigNA0yEdoAdNSJux+tH7paky2GHAICWfc+3a3KCI5+IshNLKHlYBNkG6zYn nDaKEUAViqDnnL2jC0hjdA== 0001095073-04-000042.txt : 20041014 0001095073-04-000042.hdr.sgml : 20041014 20041014170940 ACCESSION NUMBER: 0001095073-04-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041014 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041014 DATE AS OF CHANGE: 20041014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST RE GROUP LTD CENTRAL INDEX KEY: 0001095073 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 000000000 STATE OF INCORPORATION: C8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15731 FILM NUMBER: 041079431 BUSINESS ADDRESS: STREET 1: C/O ABG FINANCIAL & MANAGEMENT SERVICES STREET 2: PARKER HOUSE WILDEY ROAD CITY: ST MICHAEL BARBADOS BUSINESS PHONE: 2464366287 MAIL ADDRESS: STREET 1: C/O REINSURANCE HOLDINGS INC STREET 2: 477 MARTINSVILLE RD PO BOX 830 CITY: LIBERTY CORNER STATE: NJ ZIP: 07938 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST REINSURANCE GROUP LTD DATE OF NAME CHANGE: 19990915 8-K 1 eightk.htm EVEREST RE GROUP, LTD. -- FORM 8-K

UNITED STATES
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) October 13, 2004

Everest Re Group, Ltd.


(Exact name of registrant as specified in its charter)

Bermuda   1-15731   Not Applicable  


(State or other jurisdiction   (Commission   (IRS Employer  
of incorporation)   File Number)   Identification No.)  
           
c/o ABG Financial & Management Services, Inc.    
Parker House, Wildey Road    
St. Michael, Barbados Not Applicable  


(Address of principal executive offices) (Zip Code)  

Registrant's telephone number, including area code 246-228-7398

Not Applicable


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

                       On October 14, 2004, the registrant entered into an employment agreement with Mark S. de Saram, the newly appointed Managing Director and CEO of the registrant’s wholly owned subsidiary Everest Reinsurance (Bermuda), Ltd. (“Everest Bermuda”), subject to approval by the Bermuda Department of Labour and Immigration. A copy of that agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.


Item 1.02      TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

                       On October 13, 2004, the registrant accepted the resignation of Peter J. Bennett as Managing Director and CEO of Everest Bermuda. In connection with said resignation, Everest Bermuda entered into a general release and waiver with Mr. Bennett, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.


Item 7.01      REGULATION FD DISCLOSURE

                       On October 14, 2004, the registrant issued a news release announcing the executive changes at Everest Bermuda. A copy of that news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01      FINANCIAL STATEMENTS AND EXHIBITS

(c)        Exhibits    
           
         Exhibit No. Description  
           
         10.1 Employment Agreement with Mark S. de Saram  
           
         10.2 General release and waiver with Peter J. Bennett  
           
         99.1 News Release of the registrant,  
        dated October 14, 2004  



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.

           
      EVEREST RE GROUP, LTD.    
             
      By: /s/ STEPHEN L. LIMAURO           
      Stephen L. Limauro    
         Executive Vice President and    
        Chief Financial Officer    



Dated: October 14, 2004



EXHIBIT INDEX


Exhibit        
Number   Description of Document   Page No.  
           
10.1   Employment Agreement with   5  
    Mark S. de Saram      
           
10.2   General release and waiver with   10  
    Peter J. Bennett      
           
99.1   News Release of the registrant, dated   13  
    October 14, 2004      
EX-10 2 employmentagmtwaddmn.htm EVEREST RE GROUP, LTD. - EMPLOYMENT AGREEMENT

October 14, 2004

Mr. Mark de Saram
4 Roundwood Park
Harpenden
Herts, England AL5 3AB

Dear Mr. de Saram:

This letter (“Agreement”) is to confirm that Everest Reinsurance (Bermuda), Ltd. (“Company”) wishes to make you an offer of employment subject to the following terms and conditions. The term “Group” as used in this letter shall refer to Everest Re Group, Ltd. and all its subsidiaries and affiliates as now or hereafter constituted.

1. (a)

You will be employed as the Managing Director and Chief Executive Officer, Everest Reinsurance (Bermuda), Ltd. This offer is conditional upon you being granted an appropriate, valid work permit issued by the Bermuda Department of Immigration.


(b)  

You will be entitled to receive 25 days of annual vacation with pay, which may be taken in the calendar year for which it is earned. This annual vacation entitlement is in addition to those public holidays mandated by Bermuda law.


(c)  

During the term of your employment, you shall not engage in any activities competitive with the business of the Group or detrimental to the best interests of the Group or the business of the Group.


(d)  

Your responsibilities as Managing Director and Chief Executive Officer of the Company will consist of those duties customarily associated with that position and any duties that the Company (acting through the Board, the Chairman or the Deputy Chairman of the Company) may from time to time direct you to undertake and to perform, that are consistent with and appropriate to the position. As Managing Director and Chief Executive Officer, you will be responsible for the day-to-day management and operations of the Company and its subsidiaries and any affiliates as may be directed by the Company. You will not have authority to act on behalf of any U.S. operation except with a specific written delegation of authority from the Board of such U.S. operation.


2.  

As compensation for your services to the Company during the term of your employment, the Company shall pay you a salary at the rate of U.S. $300,000 per annum payable according to the normal payroll schedule. Subject to Bermuda Department of Immigration approval, the terms of this employment agreement will commence on or about November 1, 2004 and, unless sooner terminated or unless extended in writing, will terminate on November 1, 2006. In its sole discretion, the Company may seek for you an appropriate work permit in connection with this Agreement whereby such work permit is valid beyond November 1, 2006, but such extended work permit would have no bearing on the termination date of this Agreement and cannot be construed as the Company extending the terms of this Agreement. Medical insurance, dental insurance and group life insurance will be provided per the plans currently available to other Everest Reinsurance (Bermuda), Ltd. employees.


3.  

In place of your participation in the Bermuda Savings Plan, you will receive a monthly payment equal to 10% of your monthly salary. Initially, this payment will be for U.S. $2,500 per month and will be adjusted as your salary changes.


4.  

In addition to your salary, you will be eligible to participate in Everest Re Group, Ltd.’s Annual Incentive Plan as implemented by the Company. It is understood that this bonus plan is entirely discretionary in nature and may be amended or terminated by Group at any time with or without prior notice to you.


5.  

You will receive a housing allowance of U.S. $10,000 per month upon receipt of proper expense documentation.


6.  

You will receive a relocation allowance in the sum of up to U.S. $25,000 to assist with relocation to Bermuda. Invoices and proper expense documentation must be submitted.


7.  

The Company will provide a car, or a car allowance, for your use during the term of this Agreement.


8.  

You will be reimbursed for one economy class airline ticket between Bermuda and the United Kingdom every three months for yourself and/or each member of your immediate family.


9.  

Upon receipt of proper expense documentation, Everest Reinsurance (Bermuda), Ltd. will pay your reasonable membership fees at a Bermuda golf club.


10. (a)

The Company has the right to terminate your employment prior to the termination date of this Agreement for reasons other than misconduct or a breach of Company policies. In such event, a separation payment equivalent to one (1) year’s base salary will be made to you and a reasonable allowance will be provided to move your personal possessions from Bermuda to the UK. “Misconduct” shall be defined as any activity as set forth in Paragraph 10(c) below.


(b)  

In the event the Company does not renew this Agreement upon expiration of its term and does not offer you employment at the level at which you were employed prior to entering into this Agreement, the Company shall pay to you a sum equivalent to six (6) month’s base salary in lieu of notice on non-renewal and will continue to pay for six (6) months the reasonable cost of group or private medical insurance. The Company does not guarantee that you will be insurable or will be provided such insurance in that event. In return for these payments, you will execute a waiver and release of all claims you may have against the Company in connection with your employment and with the non-renewal of this Agreement.


(c)  

The Company may terminate your employment for cause at any time during the term of this Agreement without prior notice to you. In that event, your employment with the Company shall forthwith be terminated, and except as may be required under Paragraph 10(a) above, the Company shall have no further obligations to you. Termination for cause shall mean a termination of your employment on account of: (i) failure to maintain an appropriate work permit as required under Paragraph 1(a); (ii) willful misfeasance or gross negligence by you in a matter of material importance to the conduct of the Group’s affairs; (iii) your negligence having an adverse effect, financial or otherwise, on the Group or on the conduct of the Group’s affairs; (iv) a material breach by you of your obligations under this Agreement or your refusal to satisfactorily perform any duties reasonably required hereunder, after notification by the Company of such breach or refusal and your refusal or failure to remedy such breach within 10 days of such notification; or (v) your conviction for a criminal offense.


11.  

You recognize that, by reason of your employment hereunder, you may acquire confidential information and trade secrets concerning the operation of the Group and of the clients of the Group, the use or disclosure of which could cause the Group substantial loss and damages that could not be readily calculated and for which no remedy under applicable law would be adequate. Accordingly, you covenant and agree with the Company that you will not, either during the term of your employment hereunder or at any time thereafter, disclose, furnish or make accessible to any person, firm or corporation (except in the ordinary course of business in performance of your obligations to the Group hereunder or with the prior written consent of the Company pursuant to authority granted by a resolution of the Company) any confidential information that you have learned or may learn by reason of your association with the Group. As used in this Paragraph 10, the term “confidential information” shall include, without limitation, information not previously disclosed to the public or to the trade by the Group with respect to the business or affairs of the Group including, without limitation, information relating to business opportunities, trade secrets, systems, techniques, procedures, methods, inventions, facilities, financial information, business plans or prospects. Upon termination of this Employment Agreement, you shall immediately return to the Company all documents, records and information in your possession (whether in paper or electronic format) and shall affirmatively confirm and represent that you have not retained any copies thereof.


12.  

Without intending to limit the remedies available to the Company, you acknowledge that a breach of the covenants and agreements contained in Paragraph 11 of this Agreement may result in material irreparable injury to the Group for which there is no adequate remedy at law and that it will not be possible to precisely measure damages for such injuries. Therefore, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining you from engaging in activities prohibited by Paragraph 11 or such other relief as may be required specifically to enforce any of the covenants in such Paragraph.


13.  

This Agreement will be binding upon and inure to the benefit of you and the Company and any successors and assigns of the business of the Company.


14.  

This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding your employment and/or this Agreement shall be deemed to exist or to bind any of the parties hereto.


15.  

The terms of this Agreement may not be modified or amended except by written instrument signed by the Company and you.


16.  

The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the Islands of Bermuda.


17.  

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given if delivered in person, or mailed by certified first class, postage prepaid, or sent by a reputable overnight courier service. Notices shall be deemed given as of the date delivered or the date entrusted to the Bermuda postal service or an appropriate courier service.


18.  

If any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof.


If you wish to accept this offer on the terms and conditions set out above, please sign a copy of this letter and return it to me.

Sincerely,

/s/ Thomas J. Gallagher                                    
Thomas J. Gallagher
Deputy Chairman


CONFIRMED AND ACCEPTED:


 /s/ Mark de Saram                                               
Mr. Mark de Saram

October 14, 2004                                                  
Date

STATEMENT OF EMPLOYMENT - ADDENDUM
           
October 14, 2004          
           
Name:     Mark de Saram    
           
Level:     Level VIII    
           
Place of Work:     The office is currently located at:    
                     Wessex House, 2nd Floor    
                     45 Reid Street, Hamilton HM DX    
           
Normal Office Hours:     Monday through Friday, 9:00 a.m. to 5:30 p.m.    
           
Gross Salary:     Salary payments are made on a bi-weekly basis, in U.S. dollars.    
           
Housing Allowance:     Payment will be made in the first payroll cycle of each calendar month,    
      in U.S. dollars.    
           
Overtime:     This is a management level position and, as such, is not eligible for    
      overtime pay.    
           
Probationary Period:     None.    
           
Itemized Pay Statement:     You will receive an itemized pay statement (every other week) that will    
      list your gross pay, less all deductions, plus any additional monies earned    
      and the net payment you will receive.    
           
Bermuda Social Insurance:     This will be paid for by the Company.    
           
Paid Sick Leave:     Employees are entitled to ten (10) days of paid sick leave per calendar    
      year.    
           
Disciplinary and     Grievances or complaints should first be brought to the    
Grievance Procedures     attention of senior management. In addition, services from the Human    
      Resources Department of Everest Global Services, Inc. are also available    
      to provide assistance to all employees.    
           
Dress Code     All staff are required to maintain a neat and professional appearance    
      consistent with the nature of their job.    
           
Collective Agreement     None.    
           
Please sign below if you agree with the terms and conditions outlined in this Statement of Employment.    
           
           
   /s/ Mark de Saram                                                        /s/ Thomas J. Gallagher                                     
Mark de Saram       Thomas J. Gallagher, Deputy Chairman  
        Everest Reinsurance (Bermuda), Ltd.  
           
           
 October 14, 2004                                                          October 14, 2004                                                    
Date       Date  
EX-10 3 terminationagreement.htm EVEREST RE GROUP, LTD.-GENERAL RELEASE AND WAIVER

GENERAL RELEASE AND WAIVER

THIS AGREEMENT is made the  13th  day of October, 2004 between

(1)    Everest Reinsurance (Bermuda), Ltd. (“the Employer”) and

(2)     Peter J. Bennett (“the Employee”)

WHEREAS

(1)

The Employee was employed by the Employer under an Employment Agreement dated May 1, 2004 (“the Contract of Employment”).


(2)

The employment of the Employee by the Employer was terminated on October 13, 2004 and the Employee has resigned his positions as a director of the Employer and as an officer and director of other Companies affiliated with the Employer.


(3)

The Employer and the Employee have agreed to the terms set forth below.


IT IS HEREBY AGREED

1.

The Employer and the Employee agree that the Contract of Employment was terminated with effect from October 13, 2004.


2.

The Employee will discharge the Employer from all obligations under Paragraphs 2, 3, 4 and 5 of the Contract of Employment dated May 1, 2004 and as may be imposed by the Employment Act 2000.


3.

The Employer will pay the Employee his normal rate of pay through October 15, 2004. In addition, the employer will continue to pay the employee his normal rate of pay, payable in accordance with the Employer’s payroll schedule for employees, from October 18, 2004 through April 29, 2005. The payments will be paid in substantially equal installments of US$11,153.85 less applicable payroll taxes. The before-tax value of these payments will be US$156,153.90. You will also be paid for any unused 2004 earned vacation days (less applicable taxes) in the payroll of October 29, 2004.


4.

The Employer will pay to the Employee an additional US$8,000 per month for the months of November, December, 2004, January, February, March and April, 2005.


5.

The Employer will pay the reasonable cost of group or private medical insurance in Bermuda for the period of October 13, 2004 through April 30, 2005. The Employer does not guarantee that the Employee is insurable or will be provided insurance under any such group or private medical plan.


6.

The Employer will provide a relocation allowance of up to US$25,000 to move the Employee’s personal possessions from Bermuda to the U.K. prior to May 15, 2005. Invoices and proper expense documentation must be submitted.


7.

The Employer will send a letter to the Department of Immigration in the form annexed to this Agreement.


8.

The obligations of the Employer under this Agreement are in full and final settlement of all disputes, differences, claims, liabilities causes of action, suits, debts, sums of money, controversies, demands, agreements whatsoever which the Employee ever had, now has or hereafter shall or may have (whether known or unknown) arising out of or connected with or related to the Contract of Employment or the relationship of Employer and Employee.


9.

The Employee hereby releases and discharges the Employer and all of its affiliated companies from all disputes, differences, claims, liabilities, causes of action, suits, debts, sum of money, controversies, demands agreements whatsoever which the Employee ever had, now has or hereafter shall or may have (whether known or unknown) arising out of a connected with or related to the Contract of Employment or the relationship of Employer and Employee.


10.

The Employee agrees that Paragraphs 6 and 7 of the Contract of Employment shall remain in full force and effect.


11.

The Employee shall immediately return to the Company all Company equipment, documents, records and information (whether in paper or electronic form) in his possession and confirms that he has not retained any copies thereof.


IN WITNESS WHEREOF the parties have set their hand.

Peter J. Bennett      /s/  Peter J. Bennett                                  

Date                            October 13, 2004                                    

Everest Reinsurance (Bermuda), Ltd.

Thomas J. Gallagher      /s/  Thomas J. Gallagher                                  

Date                            October 13, 2004                                                    

Dear Representative:

Work Permit No. 00118368: Peter Bennett

I write to inform you that Everest Reinsurance (Bermuda), Ltd., and Peter Bennett have mutually agreed to terminate his employment without cause, and we therefore return his Work Permit to you.

Everest Reinsurance (Bermuda) Ltd., has agreed on terms with Mr. Bennett relating to the termination of his employment that involves the payment to him of his salary through April 29, 2005, plus the continued payment of his housing allowance from October, 2004 through April, 2005.

We hereby confirm that we have no objection to granting permission to Mr. Bennett to seek and obtain alternative employment in Bermuda and hereby grant him a release for that purpose.

We understand that in the event that Mr. Bennett is unable to find alternative employment in Bermuda he wishes to remain in Bermuda until April 29, 2005. We would ask that permission be granted to him to remain in Bermuda until this date.

Yours faithfully,

EX-99.1 4 pressrelease.htm EVEREST RE GROUP, LTD. -- NEWS RELEASE

NEWS RELEASE

EVEREST RE GROUP, LTD.
c/o ABG Financial & Management Services, Inc.
Parker House, Wildey Business Park, Wildey Road, St. Michael, Barbados

Contact:
Elizabeth B. Farrell
Vice President, Investor Relations
Everest Global Services, Inc.
908.604.3169

For Immediate Release

Everest Re Group announces Everest Bermuda executive changes

        ST. MICHAEL, Barbados – October 14, 2004 — Everest Re Group, Ltd. (NYSE: RE) announced the following executive changes at its wholly owned subsidiary, Everest Reinsurance (Bermuda), Ltd. (“Everest Bermuda”).

        Mark de Saram, presently CEO of Everest Bermuda’s UK Branch and a Director of Everest Bermuda, has been appointed Managing Director and CEO of Everest Bermuda, subject to, and effective upon, approval by the Bermuda Department of Labour and Immigration.

        Mr. de Saram joined Everest in 1995 as Vice President of Everest Reinsurance Company responsible for its UK and European Operations and was subsequently promoted to Senior Vice President. Upon the sale of those operations to Everest Bermuda earlier this year, Mr. de Saram became CEO of Everest Bermuda’s UK branch and was added to the Everest Bermuda Board. Prior to his joining Everest, Mr. de Saram had accumulated 21 years of reinsurance industry experience working in various underwriting and brokering capacities in the UK and Canada.

        Peter Bennett has resigned his positions as Managing Director and CEO of Everest Bermuda and Senior Vice President of Everest Re Group, Ltd.

        In conjunction with the changes, Mr. de Saram has also been appointed a Senior Vice President of Everest Re Group, Ltd.

        Everest Re Group, Ltd. is a Bermuda holding company that operates through the following subsidiaries: Everest Reinsurance Company provides reinsurance to property and casualty insurers in both the U.S. and international markets. Everest Reinsurance (Bermuda), Ltd., including through its branch in the United Kingdom, provides reinsurance and insurance to worldwide property and casualty markets and reinsurance to life insurers. Everest National Insurance Company and Everest Security Insurance Company provide property and casualty insurance to policyholders in the U.S. Everest Indemnity Insurance Company offers excess and surplus lines insurance in the U.S. Additional information on Everest Re Group companies can be found at the Group’s web site at www.everestre.com.

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