-----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, FMpDY9+dE82b7Vij7TWck7pnAlEMIGFQFJgN9jAJdyA+gnWmzvRApPDwLrC/EKzI wt0Y/f4Xb5fawo9N2Q3zIA== 0000914121-99-000169.txt : 19990219 0000914121-99-000169.hdr.sgml : 19990219 ACCESSION NUMBER: 0000914121-99-000169 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAC RE CORP CENTRAL INDEX KEY: 0000775542 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133297840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-13720 FILM NUMBER: 99545416 BUSINESS ADDRESS: STREET 1: PO BOX 2568 STREET 2: ONE GREENWICH PLAZA CITY: GREENWICH STATE: CT ZIP: 06836-2568 BUSINESS PHONE: 2036225200 MAIL ADDRESS: STREET 1: PO BOX 2568 CITY: GREENWICH STATE: CT ZIP: 06836-2568 8-A12B/A 1 AMENDMENT TO A REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT TO A REGISTRATION STATEMENT ON FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NAC Re Corp. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-13891 13-3297840 (STATE OF INCORPORATION OR (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER ORGANIZATION) IDENTIFICATION NO.) One Greenwich Plaza, CT 06836-2568 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (203) 622-5200 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Amendment to Description of Registrant's Securities to be Registered: On June 18, 1998, NAC Re Corp., a Delaware corporation (the "Company"), entered into a rights agreement (the "Rights Agreement"), by and between the Company and American Stock Transfer & Trust Co., a banking corporation organized under the laws of the State of New York, as rights agent (the "Rights Agent"). The Company and the Rights Agent, entered into the First Amendment to Rights Agreement (the "Amendment") dated February 16, 1999. The Amendment provides that: 1. Section 1(d)(ii)(A) of the Rights Agreement is amended to read in its entirety as follows: "(A) the right to acquire (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both) pursuant to any agreement, arrangement or understanding (excluding any merger agreement entered into with the Company and any stock option agreement entered into in connection therewith which has been approved by the Board of Directors of the Company), or upon the exercise of conversion rights, exchange rights, other rights (other than the Rights), warrants or options or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "Beneficially Own," securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange or" 2. Section 7(a)(ii) of the Rights Agreement is amended to read in its entirety as follows: "(ii) the date on which the Rights are redeemed as provided in Section 23 hereof, the date on which the Rights are exchanged as provided in Section 27 hereof, or the date that any merger of the Company and any other entity that has been approved by the Board of Directors of the Company becomes effective under the relevant provisions of the Delaware General Corporation Law (such earlier date being herein referred to as the "Expiration Date")." On June 10, 1998, the Company filed a copy of the Rights Agreement with the Securities and Exchange Commission registering the preferred stock purchase rights issued pursuant to the Rights Agreement under Section 12(b) of the Securities Exchange Act of 1934, as amended. A copy of the Amendment is filed herewith. A copy of the Rights Agreement and the Amendment is available free of charge from the Company. This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. Item 2. Exhibits. Exhibit Description 2.1 First Amendment to Rights Agreement, dated February 16, 1999, to Rights Agreement, dated as of June 18, 1998, by and between NAC Re Corp. and American Stock Transfer & Trust Co., as Rights Agent. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NAC RE CORP. Dated: February 18, 1999 By: /s/ Richard H. Miller ----------------------------- Name: Richard H. Miller Title: Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Description 2.1 First Amendment to Rights Agreement, dated February 16, 1999, to Rights Agreement, dated as of June 18, 1998, by and between the NAC Re Corp. and American Stock Transfer & Trust Co., as Rights Agent. EX-2.1 2 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT TO RIGHTS AGREEMENT Amendment, dated February 16, 1999 to the Rights Agreement, dated as of June 18, 1998 (the "Rights Agreement"), between NAC Re Corp., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Co., as rights agent (the "Rights Agent"). WITNESSETH: WHEREAS, the Company and the Rights Agent entered into the Rights Agreement to specify the terms of the Rights (as defined therein); and WHEREAS, the Board of Directors of the Company and the Rights Agent deem it desirable to amend the Rights Agreement pursuant to the provisions of Section 26 of the Rights Agreement to make certain modifications to the Rights Agreement, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto agree as follows: 1. Section 1(d)(ii)(A) of the Rights Agreement hereby is amended to read in its entirety as follows: "(A) the right to acquire (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both) pursuant to any agreement, arrangement or understanding (excluding any merger agreement entered into with the Company and any stock option agreement entered into in connection therewith which has been approved by the Board of Directors of the Company), or upon the exercise of conversion rights, exchange rights, other rights (other than the Rights), warrants or options or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "Beneficially Own," securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange or" 2. Section 7(a)(ii) of the Rights Agreement hereby is amended to read in its entirety as follows: "(ii) the date on which the Rights are redeemed as provided in Section 23 hereof, the date on which the Rights are exchanged as provided in Section 27 hereof, or the date that any merger of the Company and any other entity that has been approved by the Board of Directors of the Company becomes effective under the relevant provisions of the Delaware General Corporation Law (such earlier date being herein referred to as the "Expiration Date")." 3. This Amendment may be executed in any number of counterparts each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 4. Except as specifically provided in this Amendment to the Rights Agreement, the Rights Agreement shall remain in full force and effect and shall in no way be amended, modified or affected. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed, all as of the day and year first above written. NAC Re Corp. By: /s/ Nicholas M. Brown, Jr. --------------------------- Name: Nicholas M. Brown, Jr. Title: President and Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST CO. By: /s/ Herbert J. Lemmer --------------------------- Name: Herbert J. Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----