-----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, WXpvrdtKf88yNAl8rNMNKmyr9TkK2le0GagvURSRHDr+omeA0wX6csDrNIIfDiqu NyXLkZSGNvgqM4XkW0cFUw== 0000914121-99-000527.txt : 19990624 0000914121-99-000527.hdr.sgml : 19990624 ACCESSION NUMBER: 0000914121-99-000527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990521 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990525 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-K SEC ACT: SEC FILE NUMBER: 001-13720 FILM NUMBER: 99634321 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-K 1 CURRENT REPORT 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) May 21, 1999 NAC Re Corp. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-13891 13-3297840 - ---------------------------- ------------ ------------------- (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION) FILE NUMBER) 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 Not Applicable ------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Item 5. Other Events. The registrant's press release, dated May 21, 1999, announcing the redemption of its 5 1/4% Convertible Subordinated Debentures due December 15, 2002, is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) The following exhibits are filed with this report: EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release of the registrant, dated May 21, 1999. 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. NAC RE CORP. By: /s/ Richard H. Miller ------------------------------------------- Name: Richard H. Miller Title: Chief Financial Officer & Treasurer Dated: May 25, 1999 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release of the registrant, dated May 21, 1999. EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 [NAC RE Corp. Letterhead] NAC RE Corporation One Greenwich Plaza P.O. Box 2568 Greenwich, CT 06836-2568 (203) 622-5200 FAX: 2036221494 - -------------------------------------------------------------------------------- PRESS RELEASE NYSE SYMBOL, NRC CONTACT: Richard H. Miller (203) 622-5535 NAC RE CORP. ANNOUNCES REDEMPTION OF 5 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 15, 2002 Greenwich, CT. - May 21, 1999 - NAC Re Corp. (NYSE: NRC) announced today that it has elected to redeem, on June 11, 1999 (the "Redemption Date"), all of the outstanding 5 1/4% Convertible Subordinated Debentures due December 15, 2002 (the "Debentures"). Pursuant to the terms of the indenture governing the Debentures (the "Indenture") and the Debentures, Debentureholders have the right to convert their Debentures into shares of NAC Re common stock at a price of $49.50 per share. In the event that all Debentures are converted, approximately two million shares of NAC Re common stock would be issued. There are currently 16,548,450 shares of NAC Re common stock outstanding. The trustee, conversion agent and paying agent is State Street Bank and Trust Company, 225 Asylum Street, 23rd Floor, Hartford, CT 06103, Attention: Elizabeth C. Hammer, Vice President. NAC RE CORP. IS THE PARENT COMPANY OF NAC REINSURANCE CORPORATION, AN A+ RATED U.S. REINSURER WHICH IS LICENSED IN ALL FIFTY STATES, THE DISTRICT OF COLUMBIA AND ALL PROVINCES OF CANADA. NAC RE CORP. NEWS RELEASES, INCLUDING QUARTERLY FINANCIAL RESULTS ARE AVAILABLE ON ITS WEB SITE AT WWW.NACRE.COM. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS Certain statements made in NAC Re's presentation that are not based on current or historical fact are forward-looking in nature including, without limitation, statements containing words "believes," "anticipates," "intends," "expects," "estimates," "predicts," and words of similar import. Such forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors that may cause actual results, performance, or achievements of NAC Re or the industry to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. NAC Re has identified certain risk factors which could cause actual plans or results to differ substantially from those included in any forward-looking statements. These risk factors are discussed in NAC Re's Securities and Exchange Commission filings including, but not limited to, its most recent Forms 10-K, 10-Q, and 8-K, and all such discussions regarding risk factors are hereby incorporated by reference into this presentation. Copies of these filings are available from NAC Re or directly from the SEC. -----END PRIVACY-ENHANCED MESSAGE-----