-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QXsMiJNPKR3DbjeftYWpcXQ9vCq9gl+tqUDtU9U97Mha4lv1dgWbNDDAyFY62KGI iHAv8TtNT7WpWzzI0/oGTA== 0000950133-95-000370.txt : 199507060000950133-95-000370.hdr.sgml : 19950706 ACCESSION NUMBER: 0000950133-95-000370 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950705 EFFECTIVENESS DATE: 19950724 SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60867 FILM NUMBER: 95552138 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 S-8 1 GENERAL RE CORPORATION FORM S-8. 1 As filed with the Securities and Exchange Commission on July 5, 1995. Registration No. 33-_____ --------------------------------------------------------------------------- --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------------- GENERAL RE CORPORATION (Exact name of registrant as specified in its charter) ---------------------------------------------------------------- DELAWARE (State or other jurisdiction of incorporation or organization) ---------------------------------------------------------------- 06-1026471 (I.R.S. Employer Identification No.) -------------------------------------------- 695 East Main Street Stamford, Connecticut 06904 (Address, including zip code, of Principal Executive Offices) --------------------------------------------------------------------- SHARES ISSUABLE UNDER THE STOCK OPTION PLAN OF THE GENERAL RE CORPORATION 1995 LONG-TERM COMPENSATION PLAN (Full title of the plans) -------------------------------------- Charles F. Barr Secretary General Re Corporation 695 East Main Street Stamford, Connecticut 06904 (203) 328-5000 (Name, address and telephone number, including area code, of agent for service) 2
Calculation of Registration Fee ------------------------------- Proposed Proposed maximum maximum Title of Amount to offering aggregate Amount of securities to be be Regis- price per offering registration registered tered(1) Share(2) price fee - ---------------- ---------- ----------- --------- ------------ Common Stock, par value 4,000,000 shares $133.54 $534,171,200 $184,196.97 $.50 per share Total Fee $184,196.97
- ----------------------------- (1) Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with anti-dilution provisions of the plan. (2) Computed pursuant to Rules 457(c) and (h) based on the average of the high and low prices of the registrant's Common Stock as reported on the New York Stock Exchange on July 3, 1995. 3 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT AND NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference The following documents of General Re Corporation, a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this registration statement: (a) The Company's Annual Report on Form 10-K (File No. 1-8026), filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 10, 1995. (b) The Company's Current Report on Form 8-K, dated December 28, 1994 and filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on January 12, 1995, and as amended on Form 8-K/A filed with the Commission on March 13, 1995. (c) The Company's Current Report on Form 8-K, filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, on February 24, 1995. (d) The Company's Current Report on Form 8-K, filed with Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, on March 31, 1995. (e) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994, filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on May 15, 1995. (f) The description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-A (Registration Number 1-8026), filed with the Commission on October 3, 1980. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated in this registration statement by reference shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a statement contained in this 1 4 registration statement or in any other subsequently filed document which also is or is deemed to be incorporated in this registration statement by reference modifies or replaces such statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The Certificate of Incorporation of the Company contains a provision limiting the liability of directors for breach of fiduciary duty to the Company or its stockholders except for liability (i) for breach of a director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Section 145 of Title 8 of the Delaware General Corporation Law empowers the Company to indemnify a director or officer in any action against him, by reason of the fact that he is a director or officer, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement by him if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to an action by or in the right of the Company, he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the Company. Article V of the By-Laws of the Company provides, in detail, for the indemnification of directors and officers of the Company to the full extent permitted under said Section 145 of Title 8 of the Delaware General Corporation Law. The Company maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the Company for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by the Company. The Board of Directors has approved, and the Company has entered into, certain agreements (the "Indemnification Agreements") with its directors and certain of its officers. In addition, the Board has authorized the Company to enter into similar agreements with future directors and officers and has 2 5 declared it the policy of the Company to enter into such agreements. Each Indemnification Agreement provides, in effect, that the Company shall indemnify the director or officer whenever the Company is legally permitted to do so. Directors and officers must be found to have met the relevant standards of conduct to be entitled to indemnification. If, pursuant to the Indemnification Agreements or otherwise, the Company is required to make payments in respect of its indemnification obligations in excess of or not covered by the Company's officers' and directors' liability insurance, such payments could materially adversely affect the Company's stockholders' equity. Item 7. Exemption from Registration Not applicable. Item 8. Exhibits
Exhibit Description ------- ----------- 4.1 The Restated Certificate of Incorporation of the Company, as amended, is incorporated by reference from the Company's Annual Report on Form 10-K (File No. 1-8026) for the fiscal year ended December 31, 1987. 4.2 The By-Laws of the Company, as amended, included in Exhibit 3(b) to the Company's Report on Form 8-K filed on February 24, 1995, is hereby incorporated herein by reference. 4.3 Rights Agreement of the Company, dated as of September 11, 1991 between the Company and the Bank of New York, as Rights Agent is incorporated by reference from the Company's Annual Report on Form 10-K (File No. 1-8026) for the fiscal year ended December 31, 1994. 5 Opinion of Morgan, Lewis & Bockius with respect to legality.
3 6 15 Not applicable. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Morgan, Lewis & Bockius (included in its opinion with respect to legality). 24 Not applicable. 27 Not applicable. 28 Combined Domestic Property/Casualty Insurance Companies Schedule P is hereby incorporated by reference from the Company's Form S-E filed on March 10, 1995. 99 Not applicable.
Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. 4 7 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 8 Signatures Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on June 29, 1995. GENERAL RE CORPORATION By:/s/ Ronald E. Ferguson -------------------------------- Ronald E. Ferguson President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ Ronald E. Ferguson President, Chief Executive Officer, June 29, 1995 - ------------------------ Director and Chairman Ronald E. Ferguson /s/ Joseph P. Brandon Vice President and June 29, 1995 - ------------------------ Chief Financial Joseph P. Brandon Officer /s/ Elizabeth A. Monrad Corporate Controller June 29, 1995 - ------------------------ Elizabeth A. Monrad /s/Lucy W. Benson Director June 30, 1995 - ------------------------ Lucy W. Benson /s/ John C. Etling Director June 29, 1995 - ------------------------ John C. Etling /s/ Walter F. Williams Director June 30, 1995 - ------------------------ Walter F. Williams
6 9 /s/ David E. McKinney Director July 1, 1995 - ------------------------ David E. McKinney /s/ Stephen A. Ross Director July 1, 1995 - ------------------------ Stephen A. Ross /s/ Edward H. Malone Director June 30, 1995 - ------------------------ Edward H. Malone
7 10 EXHIBIT INDEX
Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 4.1 The Restated Certificate of Incorporation of the Company, as amended, is incorporated by reference from the Company's Annual Report on Form 10-K (File No. 1-8026) for the fiscal year ended December 31, 1987. 4.2 The By-Laws of the Company, as amended, included in Exhibit 3(b) to the Company's Report on Form 8-K filed on February 24, 1995, is hereby incorporated herein by reference. 4.3 Rights Agreement of the Company, dated as of September 11, 1991 between the Company and the Bank of New York, as Rights Agent is incorporated by reference from the Company's Annual Report on Form 10-K (File No. 1-8026) for the fiscal year ended December 31, 1994. 5 Opinion of Morgan, Lewis & Bockius with respect to legality. 15 Not applicable. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Morgan, Lewis & Bockius (included in its opinion with respect to legality). 24 Not applicable. 27 Not applicable. 28 Combined Domestic Property/Casualty Insurance Companies Schedule P is hereby incorporated by reference from the Company's Form S-E filed on March 10, 1995. 99 Not applicable.
EX-5 2 OPINION OF MORGAN, LEWIS & BOCKIUS. 1 EXHIBIT 5 July 5, 1995 General Re Corporation 695 East Main Street Stamford, Connecticut 06904 Re: Registration Statement on Form S-8 of General Re Corporation Relating to the Issuance of Shares of Common Stock Pursuant to the 1995 Long-Term Compensation Plan Ladies and Gentlemen: We have acted as counsel to General Re Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the offering of up to 4,000,000 shares of the Company's Common Stock, par value $.50 per share (the "Common Stock"), to be issued pursuant to the provisions of the General Re Corporation 1995 Long-Term Compensation Plan (the "Plan"). We have examined such records, documents, statutes and decisions as we have deemed relevant in rendering this opinion. In our opinion, the shares of the Common Stock to be issued pursuant to the provisions of the Plan will be, when issued in accordance with the terms of such Plan, validly issued, fully paid and nonassessable shares of the Common Stock of the Company. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder. Very truly yours, Morgan, Lewis & Bockius EX-23.1 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of General Re Corporation and subsidiaries on Form S-8 of our report dated February 6, 1995, on our audits of the consolidated financial statements and financial statement schedules of General Re Corporation and subsidiaries as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992, which report is included in the Annual Report on Form 10-K. COOPERS & LYBRAND LLP New York, New York June 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----