-----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, GWsgBSfG1XcgZT2Fq4LNuEDIEKvrvGwwN+tWpHOKjxU7zzF9K+CNWc7D/ivPJRGH gMbTSmljMHRuNUqJ2lfhEg== 0000317745-96-000006.txt : 19961004 0000317745-96-000006.hdr.sgml : 19961004 ACCESSION NUMBER: 0000317745-96-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961003 ITEM INFORMATION: Other events FILED AS OF DATE: 19961003 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL RE CORP CENTRAL INDEX KEY: 0000317745 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061026471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08026 FILM NUMBER: 96639024 BUSINESS ADDRESS: STREET 1: FINANCIAL CENTRE P O BOX 10351 STREET 2: 695 EAST MAIN STREET CITY: STAMFORD STATE: CT ZIP: 06904-2351 BUSINESS PHONE: 2033285000 MAIL ADDRESS: STREET 1: FINANCIAL CENTRE STREET 2: P O BOX 10350 CITY: STAMFORD STATE: CT ZIP: 06904-2350 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 3, 1996 GENERAL RE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-8026 06-1026471 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Financial Centre, P.O. Box 10350, Stamford, Connecticut 06904-2350 (Address of Principal Executive Offices) (Zip Code) (203) 328-5000 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) Item 5. Other Events. On October 3, 1996, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 1, 1996, by and among General Re Corporation, a Delaware corporation ("General Re"), N Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of General Re ("Sub"), and National Re Corporation, a former Delaware corporation ("National Re"), National Re was merged with and into Sub (the "Merger") with Sub as the surviving corporation. Immediately following the Merger, the name of the surviving corporation was changed to "National Re Corporation". As a result of the Merger, each share of National Re common stock, no par value per share (the "Shares"), was converted into the right to receive, in accordance with the elections filed by the stockholders of National Re, (a) $53.00 per Share in cash, without interest thereon, or (b) .37262 shares of General Re's common stock, par value $.50 per share, for each Share. Stockholders of National Re who did not submit valid elections will be entitled to receive .37262 shares of General Re's common stock for each Share. A copy of the press release issued by General Re announcing the consummation of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Text of Press Release issued by General Re Corporation on October 3, 1996 announcing the consummation of the Merger. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 3, 1996 GENERAL RE CORPORATION By: /s/ ELIZABETH A. MONRAD Elizabeth A. Monrad Vice President and Treasurer EX-99.1 2 EXHIBIT INDEX Exhibit Description 99.1 Text of Press Release issued by General Re Corporation on October 3, 1996 announcing the consummation of the Merger. Exhibit 99.1 News Release For more information, call: For Immediate Release October 3, 1996 Katherine E. Stallfort (203) 328-5780 Deborah C. Nelson (203) 328-6448 GENERAL RE CORPORATION REPORTS CLOSING ON NATIONAL RE CORPORATION ACQUISITION Stamford, CT, October 3, 1996 GENERAL RE CORPORATION announces today that it has completed its acquisition of National Re Corporation. Commenting on the closing, Ronald E. Ferguson, General Re's Chairman and Chief Executive Officer, said, "I am pleased that the transaction has closed so that we can move ahead with combining our operations with National Re's. All of us at General Re welcome our new colleagues and clients, and we enthusiastically look forward to working together." As previously disclosed, each shareholder of National Re common stock will receive, depending upon the shareholder's election, either $53 in cash or .37262 shares of General Re common stock for each National Re share. Approximately 35% of National Re shareholders elected to receive cash, and the remaining 65% will receive shares of General Re common stock. General Re will issue approximately 4,026,000 shares of common stock as a result of these elections and will pay cash consideration totalling approximately $308 million.General Re Corporation is a holding company for global reinsurance and related risk assessment, risk transfer and risk management operations. General Re owns General Reinsurance Corporation, the largest professional property/casualty reinsurer domiciled in the United States, and also holds a controlling interest in Kolnische Ruckversicherungs-Gesellschaft AG (Cologne Re), a major international reinsurer. In addition, General Re writes excess and surplus lines insurance through General Star Management Company, provides alternative risk solutions through Genesis Underwriting Management Company and provides reinsurance brokerage services through Herbert Clough Inc. General Re also operates as a dealer in the swap and derivatives markets through General Re Financial Products Corporation. In addition, General Re provides investment management services through General Re-New England Asset Management, Inc.National Re Corporation, through its wholly owned subsidiary, National Reinsurance Corporation, provides property and casualty reinsurance to insurers on a direct basis. Headquartered in Stamford, Connecticut, National Re has eight domestic offices serving clients nationwide and international offices in Canada and the United Kingdom. -----END PRIVACY-ENHANCED MESSAGE-----