-----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, eCo5/Qyy1FRrsdq1EjKkOvPpEsAQ2VC0EOTyX+tRZnxvSqEXLN8yPfFL77LrGc3z /VnM2UcO1luzl88MMYXkHA== 0000950130-95-000059.txt : 19950509 0000950130-95-000059.hdr.sgml : 19950508 ACCESSION NUMBER: 0000950130-95-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950112 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RE CAPITAL CORP /DE/ CENTRAL INDEX KEY: 0000074347 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133351768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20261 FILM NUMBER: 95501247 BUSINESS ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: P O BOX 10148 CITY: STAMFORD STATE: CT ZIP: 06904-2148 BUSINESS PHONE: 2039776100 MAIL ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: P.O. BOX 10148 CITY: STAMFORD STATE: CT ZIP: 06904-2148 FORMER COMPANY: FORMER CONFORMED NAME: OLLA INDUSTRIES INC DATE OF NAME CHANGE: 19860806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEERE JOHN INSURANCE GROUP INC CENTRAL INDEX KEY: 0000916370 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 370985304 STATE OF INCORPORATION: IL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN DEERE ROAD CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097655218 SC 13D/A 1 AMENDMENT NO. 15 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 15)* Re Capital Corporation ---------------------- (Name of Issuer) Common Stock, par value $0.10 per share --------------------------------------- (Title of Class of Securities) 754904 10 0 ----------------------------------- (CUSIP Number) Frank S. Cottrell Deere & Company John Deere Road Moline, Illinois 61265 Telephone: (309) 765-8000 -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 11, 1995 ---------------- (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 which is the subject of this Schedule l3D, and is filing this schedule because of Rule l3d-(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (Page 1 of 20 Pages) CUSIP No. 754904 10 0 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person John Deere Insurance Group, Inc. --------------------------------------- I.R.S. ID No. 37-0985304 --------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) [ ] (a) ----------------------------------------------------------------------- [ ] (b) ----------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------- (4) Sources of Funds (See Instructions) --------------------------------------- (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 3,087,598 Shares ----------------------- Beneficially (8) Shared Voting Power ---- Owned by Each --------------------- Reporting Person (9) Sole Dispositive Power 3,086,998 With ------------------- - ---------------- (10) Shared Dispositive Power ---- ---------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,087,598 ----------- (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) 44.6% ----------------------------------------------- (14) Type of Reporting Person (See Instructions) CO ------- (Page 2 of 20 Pages) This Amendment No. 15 relates to the Statement on Schedule 13D filed by John Deere Insurance Company with the Securities and Exchange Commission on March 20, 1989, as amended (the "Schedule 13D"). Capitalized terms not otherwise defined herein have the meanings given them in the Schedule 13D. Items 2, 4, 5, 6 and 7 of the Schedule 13D are amended to add the following information. Item 2. Identity and Background. ----------------------- Information concerning the directors and executive officers of John Deere Insurance Group, Inc. ("JDIG") and Deere & Company is set forth in Schedule A hereto, which is hereby incorporated by reference. During the last five years, neither JDIG nor Deere & Company or, to the best of their knowledge, any director or executive officer of JDIG or Deere & Company listed in Schedule A hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction. ---------------------- Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows: On January 11, 1995, Zurich Reinsurance Centre Holdings, Inc., a Delaware corporation ("ZRC"), ZRC Merger-Sub Corp., a Delaware corporation and a wholly owned subsidiary of ZRC (the "Sub"), and the Company entered into a merger agreement dated as of January 11, 1995 (the "Merger Agreement") pursuant to which the Sub will be merged with and into Re Cap in a transaction (the "Merger") in which each outstanding share of the Company's Common Stock will be converted into the right to receive $18.50 in cash. Simultaneously with the execution of the Merger Agreement, JDIG and ZRC entered into an Option and Voting Agreement dated as of January 11, 1995 (the "Option and Voting Agreement") pursuant to which JDIG agreed to vote all of its shares of the Company's Common Stock (the "JDIG Shares") in favor of the Merger Agreement and any other related transactions or matters presented in connection with the Merger and against any other proposal which provides for any merger, sale of assets or other Third Party Business Combination (as defined in the Merger Agreement) between the Company (or any subsidiary of the Company) and any other person or entity or which is otherwise inconsistent with the Merger or the Merger Agreement. Pursuant to the Option and Voting Agreement, JDIG also granted to ZRC an option to purchase from JDIG all but not less than all of the JDIG Shares at a purchase price (the "Purchase Price") of $18.50 per share in cash (the "Option"). The Option is exercisable if (i) a Third (Page 3 of 20 Pages) Party Business Combination (as defined in the Merger Agreement) occurs or (ii) the Merger Agreement is terminated and ZRC is entitled to payment of expenses and a fee. The Option and Voting Agreement also provides that if, after purchasing the JDIG Shares pursuant to the Option, ZRC or any of its affiliates receives any cash or non-cash consideration in respect of the JDIG Shares in connection with a Third Party Business Combination (as defined in the Merger Agreement) during the period commencing on the date of the purchase under the Option and ending on the first anniversary thereof, ZRC will promptly pay over to JDIG, as an addition to the Purchase Price, (A) the excess, if any, of the value of such consideration over the aggregate Purchase Price paid for the JDIG Shares by ZRC less (B) the amount of any federal, state, local or other tax paid or payable as a result of, or otherwise attributable to, the sale or other disposition of the JDIG Shares by ZRC. The Option and Voting Agreement will terminate on the earlier of (a) the effective date of the Merger and (b) the date of termination of the Merger Agreement, unless the Merger Agreement is terminated (i) by ZRC as a result of its conditions not being satisfied or a material breach by the Company or (ii) by the Company after a reasonable determination by the Board of Directors of the Company that a Business Combination (as defined in the Merger Agreement) will result in a Superior Proposal (as defined in the Merger Agreement), in which case the Option and Voting Agreement will terminate 15 days after termination of the Merger Agreement; provided, however, that if, during such 15-day period, -------- ------- ZRC delivers notice of its exercise of the Option, the Option and Voting Agreement will terminate six months after termination of the Merger Agreement. Other than as indicated above, JDIG does not have any present plans or proposals which relate to or would result in any of the following: (i) the acquisition of additional securities of the Company or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Company's Board of Directors; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter or by-laws or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to (Page 4 of 20 Pages) Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ Neither JDIG or Deere & Company, nor, to the best of their knowledge, any director or executive officer of JDIG or Deere & Company listed in Schedule A hereto, has effected any transactions in the Company's Common Stock during the past sixty days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- See Item 4 for a description of the Option and Voting Agreement, which is incorporated herein by reference. Except as set forth above in Item 4 and except as previously reported, to the best of JDIG's knowledge, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withhholding of proxies. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ The following exhibit is filed as part of this Statement on Schedule 13D: Exhibit 18. Option and Voting Agreement, dated as of January 11, 1995 between John Deere Insurance Group, Inc. and Zurich Reinsurance Centre Holdings, Inc. (Page 5 of 20 Pages) Signature - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 12, 1995 JOHN DEERE INSURANCE GROUP, INC. By /s/ E. L. Schotanus ----------------------------------------- Name: Eugene L. Schotanus Title: Chairman (Page 6 of 20 Pages) SCHEDULE A Directors and Executive Officers of John Deere Insurance Group, Inc. -------------------------------------------------------------------- Set forth below are the names and present principal occupation or employment of each director and executive officer of John Deere Insurance Company, Inc. Unless otherwise indicated, each of such persons is a citizen of the United States of America and has a business address at John Deere Insurance Group, Inc., 3400 80th Street, Moline, Illinois 61265. DIRECTORS - --------- Name Principal Occupation or Employment ---- ---------------------------------- Hans W. Becherer Chairman and Chief Executive Officer, Deere & Company Deere & Company John Deere Road Moline, IL 61265 George G. D'Amato Senior Partner, D'Amato & Lynch D'Amato & Lynch 70 Pine Street New York, NY 10270 Joseph W. England Senior Vice President, Deere & Company Deere & Company John Deere Road Moline, IL 61265 Dennis E. Hoffman President, John Deere Insurance Group, Inc.; Deere & Company Vice President, Deere & Company John Deere Road Moline, IL 61265 Pierre E. Leroy Vice President and Treasurer, John Deere Deere & Company Insurance Group, Inc.; Senior Vice President John Deere Road and Chief Financial Officer, Deere & Company Moline, IL 61265 Michael P. Orr President, John Deere Credit Company; Deere & Company Vice President, Deere & Company John Deere Road Moline, IL 61265 Michael S. Plunkett Senior Vice President, Deere & Company Deere & Company John Deere Road Moline, IL 61265 (Page 7 of 20 Pages) SCHEDULE A (continued) Directors and Executive Officers of John Deere Insurance Group, Inc. -------------------------------------------------------------------- Name Principal Occupation or Employment ---- ---------------------------------- Conor D. Reilly Partner, Gibson, Dunn & Crutcher Gibson, Dunn & Crutcher 200 Park Avenue New York, NY 10166 Ruth E. Salzman Retired Executive Vice President and Actuary of 1556 Pine Street Century Insurance Co. Stevens Point, WI 54481 Eugene L. Schotanus Chairman, John Deere Insurance Group, Inc.; Deere & Company Executive Vice President, Deere & Company John Deere Road Moline, IL 61265 Robert D. Shapiro President, The Shapiro Network, Inc. 312 East Wisconsin Avenue Suite 700 Milwaukee, WI 53202 Leroy J. Simon Self-employed insurance industry consultant 59 Skyline Drive Morristown, NJ 07960 Arthur M. Smith Retired Chairman, First Interstate Bank of First Interstate Bank Nevada of Nevada One East 1st Street, 4th Floor Reno, NV 89520 David H. Stowe, Jr. President and Chief Operating Officer, Deere & Deere & Company Company John Deere Road Moline, IL 61265 (Page 8 of 20 Pages) SCHEDULE A (continued) Directors and Executive Officers of John Deere Insurance Group, Inc. -------------------------------------------------------------------- EXECUTIVE OFFICERS. - ------------------- Name Position ---- -------- Eugene L. Schotanus Chairman Dennis E. Hoffman President Robert E. Nixon Senior Vice President Robert D. Schauenberg Senior Vice President George Estok Senior Vice President James L. Harlin Senior Vice President Robert D. Holland Senior Vice President Pierre E. Leroy Vice President and Treasurer (Page 9 of 20 Pages) SCHEDULE A (continued) Directors and Executive Officers of Deere & Company --------------------------------------------------- Set forth below are the names and present principal occupation or employment of each director and executive officer of Deere & Company. Unless otherwise indicated, each of such persons is a citizen of the United States of America and has a business address at Deere & Company, John Deere Road, Moline, Illinois 61265. DIRECTORS - --------- Name Principal Occupation or Employment ---- ---------------------------------- Hans W. Becherer Chairman and Chief Executive Officer, Deere & Company John R. Block President, National American Wholesale 201 Park Washington Court Grocers' Association Falls Church, VA 22046 Leonard A. Hadley Chairman and Chief Executive 403 W. 45 St. North Officer, Maytag Corporation Newton, IA 50208 Regina E. Herzlinger Professor of Business Administration, Harvard Harvard Bus. School Business School. Soldiers Field, Rd. Boston, MA 02163 Samuel C. Johnson Chairman of S.C. Johnson & Son, Inc. 1525 Howe Street Racine, WI 53403 Arthur L. Kelly Managing Partner, KEL Enterprises L.P. Suite 1117 135 S. LaSalle St. Chicago, IL 60603 Agustin Santamarina V. Of Counsel and retired Senior Partner, Santamarina y Steta Santamarina y Steta Edificio "Omega" Campos Eliseos No. 345-20, piso Chapultepec Polanco 11560 Mexico, D.F., Mexico (Citizen of Mexico) (Page 10 of 20 Pages) SCHEDULE A (continued) Directors and Executive Officers of Deere & Company --------------------------------------------------- Name Principal Occupation or Employment ---- ---------------------------------- William A. Schreyer Chairman Emeritus, Merrill Lynch & Co., Inc. Merrill Lynch & Co., Inc. 800 Scudders Mill Road Plainsboro, NJ 08536 David H. Stowe, Jr. President and Chief Operating Officer, Deere & Company John R. Walter Chairman and Chief Executive Officer of The Donnelley Bldg. R.R. Donnelley & Sons Company 77 W. Wasker Drive Chicago, IL 60601 Dr. Arnold R. Weber Chancellor, Northwestern University 633 Clark St. Evanston, IL 60208-1100 (Page 11 of 20 Pages) SCHEDULE A (continued) Directors and Executive Officers of Deere & Company --------------------------------------------------- EXECUTIVE OFFICERS. - ------------------- Name Position ---- -------- Hans W. Becherer Chairman and Chief Executive Officer David H. Stowe, Jr. President and Chief Operating Officer Bernard L. Hardiek Executive Vice President Eugene L. Schotanus Executive Vice President Joseph W. England Senior Vice President Michael Frank Senior Vice President Ferdinand F. Korndorf Senior Vice President John K. Lawson Senior Vice President Pierre E. Leroy Senior Vice President and Chief Financial Officer Michael S. Plunkett Senior Vice President Frank S. Cottrell Vice President, General Counsel and Secretary (Page 12 of 20 Pages) EXHIBIT INDEX ------------- Exhibit Page ------- ---- Exhibit 18. Option and Voting Agreement, dated as of January 11, 1995, between John Deere Insurance Group, Inc. and Zurich Reinsurance Centre Holdings, Inc. . . . . . . . . . . . . . . . 14 (Page 13 of 20 Pages) EX-99.18 2 OPTION AND VOTING AGREEMENT EXHIBIT 18 OPTION AND VOTING AGREEMENT THIS AGREEMENT, dated as of January 11, 1995, between Zurich Reinsurance Centre Holdings, Inc., a Delaware corporation ("ZRC"), and John Deere Insurance Group, Inc. (the "Shareholder"), a major shareholder of Re Capital Corporation, a Delaware corporation ("Re Cap"). W I T N E S S E T H: ------------------- WHEREAS, contemporaneously with the execution of this Agreement, Re Cap and ZRC are entering into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which a wholly-owned subsidiary of ZRC will be merged into Re Cap (the "Merger") and the holders of Re Cap's common stock, par value $0.10 per share ("Re Cap Common Stock"), will receive $18.50 per share of Re Cap Common Stock; WHEREAS, ZRC may be required to incur substantial expenses in connection with the performance of the Merger Agreement; WHEREAS, ZRC, as a condition to its willingness to enter into the Merger Agreement, has required the Shareholder to enter into this Agreement with respect to all of the shares of Re Cap Common Stock owned by the Shareholder, together with any additional shares of Re Cap Common Stock hereafter acquired by the Shareholder (pursuant to Section 7, by purchase or otherwise) (such specified number of shares, and any additional shares when and if they are acquired, being referred to as the "Shares") on the terms and conditions hereinafter set forth; and WHEREAS, the Board of Directors of Re Cap has approved ZRC becoming an "interested stockholder" for purposes of Section 203 of the Delaware General Corporation Law; NOW, THEREFORE, the parties hereto agree as follows: 1. Grant of Option. The Shareholder hereby grants to ZRC an option --------------- (the "Option") to purchase all but not less than all of the Shares at a purchase price of $18.50 per share (the "Purchase Price") in cash (subject to adjustment pursuant to Section 7 below) for each Share purchased. 2. Exercise of Option. At any time prior to the termination of ------------------ this Agreement in accordance with the terms of Section 12, ZRC may exercise the Option, in whole, but not in part, if: (a) a Third Party Business Combination (as defined in the Merger Agreement) occurs; or (Page 14 of 20 Pages) (b) the Merger Agreement is terminated and ZRC is entitled to payment of expenses and a fee pursuant to section 11.3(b) of the Merger Agreement. At any time ZRC wishes to exercise the Option, ZRC shall give written notice (the "Notice") to the Shareholder specifying a place and a date not less than two nor more than fifteen business days from the date of the Notice for the closing (the "Closing") of such purchase; provided, however, that, subject -------- ------- to the termination provision set forth in Section 12, the date for such Closing shall be extended to a date that shall not be later than 35 days after the later of (a) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder (the "HSR Act") and (b) the receipt by ZRC of all necessary approvals under applicable state insurance laws and regulations. 3. Payment and Delivery of Certificate(s). At the Closing -------------------------------------- hereunder: (a) ZRC will make payment to the Shareholder of the aggregate Purchase Price for the Shares being purchased upon exercise of the Option in immediately available funds by wire transfer to a bank designated by the Shareholder at least one (1) business day prior to such Closing in an amount equal to the Purchase Price multiplied by the total number of Shares being purchased; and (b) The Shareholder will deliver to ZRC, against payment to the Shareholder as provided in Section 3(a), a certificate or certificates representing the number of Shares so purchased by ZRC duly endorsed or with executed blank stock powers attached, in either event with signature guaranteed such that registered ownership of the Shares may be registered for transfer on the books of Re Cap. 4. Agreement to Vote. The Shareholder hereby agrees, during the ----------------- term of this Agreement, to vote all of the Shares at any meeting, or in connection with any written consent, of the Re Cap shareholders (a) in favor of the Merger Agreement and any other related transactions or matters presented in connection with the Merger and (b) against any other proposal which provides for any merger, sale of assets or other Third Party Business Combination (as defined in the Merger Agreement) between Re Cap (or any subsidiary of Re Cap) and any other person or entity or which is otherwise inconsistent with the Merger or the Merger Agreement. 5. Legending of Certificates. The Shareholder agrees to submit to ------------------------- ZRC contemporaneously with or promptly following execution of this Agreement (or promptly following receipt of any additional certificates representing any additional Shares) all certificates representing the Shares so that ZRC may note thereon a legend referring to the option granted to it by, and voting agreement contained in, this Agreement. 6. Payment of Additional Purchase Price. If, after purchasing the ------------------------------------ Shares pursuant to the Option, ZRC or any of its affiliates receives any cash or non-cash consideration in respect of the Shares in connection with a Third Party Business (Page 15 of 20 Pages) Combination during the period commencing on the date of the Closing hereunder and ending on the first anniversary thereof, ZRC shall promptly pay over to the Shareholder, as an addition to the Purchase Price, (a) the excess, if any, of such consideration over the aggregate Purchase Price paid for the shares by ZRC less (b) the amount of any federal, state, local or other tax paid or payable as a result of, or otherwise attributable to, the sale or other disposition of the Shares by ZRC; provided that, (X) if the consideration received by ZRC or -------- such affiliates shall be securities listed on a national securities exchange or traded on the NASDAQ National Market ("NASDAQ"), the per share value of such consideration shall be equal to the closing price per share listed on such national securities exchange or NASDAQ on the date such transaction is consummated and (Y) if the consideration received by ZRC or such affiliates shall be in a form other than securities, the per share value shall be determined in good faith as of the date such transaction is consummated by ZRC and the Shareholder, or, if ZRC and the Shareholder cannot reach agreement, by a nationally recognized investment banking firm reasonably acceptable to the parties. 7. Adjustments to Prevent Dilution, Etc. In the event of a stock ------------------------------------ dividend or distribution, or any change in Re Cap Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. In such event, the amount to be paid per share by ZRC shall be proportionately adjusted. 8. Representations and Warranties of the Shareholder. ------------------------------------------------- The Shareholder represents and warrants to ZRC that: (a) The Shareholder is the sole beneficial owner of the Shares; the Shares are all of the shares of the capital stock of Re Cap owned beneficially or of record by the Shareholder; and the Shareholder owns the Shares, free and clear of any agreements, liens, adverse claims or encumbrances whatsoever with respect to the ownership of or the right to vote the Shares. (b) The Shareholder has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Shareholder. This Agreement has been duly executed and delivered by the Shareholder. (c) The execution, delivery and performance of this Agreement will not, with or without the giving of notice or the passage of time, (i) violate any judgment, injunction, order or decree of any court, arbitrator or governmental agency applicable to the Shareholder, or (ii) conflict with, result in the breach of any provision of, constitute a default under, or require the consent of any third party under, any (Page 16 of 20 Pages) agreement or instrument to which the Shareholder is a party or by which the Shareholder is bound. 9. Additional Covenants of the Shareholder. The Shareholder hereby --------------------------------------- covenants and agrees that: (a) Until the termination of this Agreement, the Shareholder will not enter into any transaction, take any action or by inaction permit any event to occur that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct. (b) Until the termination of this Agreement, the Shareholder shall not, directly or indirectly, through any employee, agent or otherwise: (i) solicit, initiate or encourage submission of proposals or offers from any person relating to any acquisition or purchase of all or a material part of the assets of, or any equity interest in, or any merger, consolidation or business combination with, Re Cap or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way or assist, facilitate or encourage any acquisition proposal by any other person. (c) From and after the date hereof until the termination of this Agreement, the Shares shall not be sold, transferred, pledged, hypothecated, transferred by gift, or otherwise disposed of in any manner whatsoever. (d) The Shareholder shall execute and deliver any additional documents reasonably necessary or desirable, in the opinion of ZRC's or Re Cap's counsel, to evidence the Option granted in Section 1 and the agreement to vote granted in Section 4 with respect to the Shares or otherwise implement and effect the provisions of this Agreement. 10. Representations and Warranties of ZRC. ------------------------------------- ZRC represents and warrants to the Shareholder that: (a) ZRC has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement and all of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ZRC. This Agreement has been duly executed and delivered by ZRC. (b) Neither the execution, delivery or performance of this Agreement by ZRC nor the consummation of the transactions contemplated herein will (i) violate the Certificate of Incorporation or Bylaws of ZRC, (ii) violate any judgment, injunction, order or decree of any court, arbitrator or governmental agency applicable to ZRC, or (iii) conflict with, result in the breach of any provision of, or constitute a (Page 17 of 20 Pages) default under, any agreement or instrument to which ZRC is a party or by which ZRC is bound. (c) If the Option is exercised, the Shares will be acquired for investment for ZRC's own account, not as a nominee or agent and not with a view to the distribution of any part thereof. ZRC has no present intention of selling, granting any participation in, or otherwise distributing the same nor does ZRC have any contract, undertaking, agreement or arrangement with any person or to any third person, with respect to any of the Shares. (d) ZRC understands that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act of 1933, as amended (the "1933 Act"), or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the 1933 Act, the Shares must be held indefinitely. In the absence of an effective registration statement covering the Shares, ZRC will sell, transfer, or otherwise dispose of the Shares only in a matter consistent with its representations and agreements set forth herein. 11. Cooperation as to Regulatory Matters. As promptly as possible ------------------------------------ after the execution hereof, ZRC will file any required notifications with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Justice") pursuant to and in compliance with the HSR Act and seek all regulatory approvals required in connection with the transactions contemplated hereby. ZRC will comply fully with all applicable notification, reporting and other requirements of the HSR Act and will cooperate with Re Cap in satisfying such requirements. ZRC shall not unreasonably delay submission of information required by the FTC and Justice under the HSR Act and shall use its best efforts to supply such information promptly. At all times from the date hereof until the termination of this Agreement, ZRC will use its reasonable best efforts promptly to obtain any and all regulatory approvals and to make any filings under federal and state securities laws necessary in connection with the acquisition of Shares pursuant to this Agreement. The Shareholder will cooperate fully and promptly with ZRC. 12. Termination. This Agreement shall terminate on the earlier of ----------- (a) the Effective Date (as defined in the Merger Agreement) and (b) the date of termination of the Merger Agreement, unless the Merger Agreement is terminated by ZRC pursuant to Section 10.1(d) or Section 10.1(e) thereto or by Re Cap pursuant to Section 10.1(g) thereto, in which case this Agreement shall terminate 15 days after termination of the Merger Agreement; provided, however, -------- ------- that if, during such 15-day period, ZRC delivers the Notice, this Agreement shall terminate six months after termination of the Merger Agreement. 13. Binding Effect; Assignment. This Agreement shall inure to the -------------------------- benefit of and be binding upon the parties and their respective successors and permitted assigns. ZRC may assign its rights and obligations hereunder to an entity controlled by (Page 18 of 20 Pages) or under common control with ZRC. The Shareholder shall not assign its rights or obligations hereunder without ZRC's consent. 14. Notices. All notices and communications hereunder shall be in ------- writing and shall be deemed to have been duly given if delivered personally or by Federal Express or other courier service or sent by express mail, postage prepaid, return receipt requested, addressed to the respective party at the applicable address below, on the date of such personal delivery or on the date received: If to ZRC: Zurich Reinsurance Centre Holdings, Inc. One Chase Manhattan Plaza 43rd Floor New York, New York 10005 Attention: Steven M. Gluckstern Telecopy No.: (212) 898-5007 with a copy to: Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 Attention: Peter A. Appel, Esq. Telecopy No.: (212) 821-8111 If to the Shareholder: John Deere Insurance Group, Inc. 3400 80th Street Moline, Illinois 61265 Attention: Dennis E. Hoffmann Telecopy No.: (309) 765-5892 with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Attention: Bonnie Greaves, Esq. Telecopy No.: (212) 848-7179 Any party may change the foregoing address from time to time by giving the other party notice thereof. 15. Injunctive Relief; Remedies Cumulative. -------------------------------------- (a) Each party hereto acknowledges that the other party will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of such party that are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies that may be available to the non-breaching party upon the breach by any other party of such covenants and agreements, the non-breaching party shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. (Page 19 of 20 Pages) (b) No remedy conferred upon or reserved to any party herein is intended to be exclusive of any other remedy, and every remedy shall be cumulative and in addition to every other remedy herein or now or hereafter existing at law, in equity or by statute. 16. Applicable Law. This Agreement shall be governed by and -------------- construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof. 17. Counterparts. This Agreement may be executed in any number of ------------ counterparts, all of which together shall constitute a single agreement. 18. Effect of Partial Invalidity. Whenever possible, each ---------------------------- provision of this Agreement shall be construed in such a manner as to be effective and valid under applicable law. If any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provisions shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provisions of this Agreement or the application of such provision to the other party or other circumstances. IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written. ZURICH REINSURANCE CENTRE HOLDINGS, INC. By: /s/ Peter R. Porrino ------------------------------------------ Name: Peter R. Porrino Title: Senior Vice President and Chief Financial Officer JOHN DEERE INSURANCE GROUP, INC. By: /s/ Dennis E. Hoffmann ---------------------------------------------- Name: Dennis E. Hoffmann Title: President and Chief Executive Officer (Page 20 of 20 Pages) -----END PRIVACY-ENHANCED MESSAGE-----