-----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, QwZY4uTCQpepNvEzgshbMc7qe7WoLUd1VdI1Zl38nC7NlVYT0wtFvAznbHqqKTUt 8/LMUFrVefT6W6h4ubGXDQ== 0000912057-00-055219.txt : 20010101 0000912057-00-055219.hdr.sgml : 20010101 ACCESSION NUMBER: 0000912057-00-055219 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001229 EFFECTIVENESS DATE: 20001229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANDLER INSURANCE CO LTD CENTRAL INDEX KEY: 0000792854 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53016 FILM NUMBER: 799283 BUSINESS ADDRESS: STREET 1: 5TH FLR ANDERSON SQUARE STREET 2: PO BOX 1854 CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459498177 MAIL ADDRESS: STREET 1: 5TH FLOOR ANDERSON SQUARE STREET 2: P O BOX 1854 CITY: GRAND CAYMAN STATE: E9 S-8 1 a2034301zs-8.txt S-8 As filed with the Securities and Exchange Commission on December 29, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHANDLER INSURANCE COMPANY, LTD. (Exact name of issuer as specified in its charter) CAYMAN ISLANDS NONE (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) FIFTH FLOOR ANDERSON SQUARE P.O. BOX 1854 GRAND CAYMAN, CAYMAN ISLANDS B.W.I. (Address of principal executive offices) CHANDLER (U.S.A.), INC. 401(K) THRIFT PLAN (Full Title of Plan) W. Brent LaGere Copy to: David G. McLane, Esq. President and Chief Executive Officer Gardere Wynne Sewell LLP Chandler (U.S.A.), Inc. 1601 Elm Street 1010 Manvel Avenue Suite 3000 Chandler, Oklahoma 74834 Dallas, Texas 75201 (405) 258-0804 (214) 999-4607 (Name and address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ======================================== ==================== ==================== ==================== ==================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED (1) (2) SHARE (3) PRICE (1)(3) REGISTRATION FEE (3) - ---------------------------------------- -------------------- -------------------- -------------------- -------------------- Series A Preferred Shares, $1.00 500,000 shares $10.00 per share $5,000,000 $1,250 par value ======================================== ==================== ==================== ==================== ====================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The Series A Preferred Shares, $1.00 par value ("Series A Preferred Shares"), of Chandler Insurance Company, Ltd., a Cayman Islands corporation (the "Registrant"), being registered hereby consist of shares which may be acquired by the Trustee pursuant to the Chandler (U.S.A.), Inc. 401(k) Thrift Plan for the accounts of participants. (3) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this registration statement. (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999. (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (4) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. (5) The Registrant's S-8 filed on February 24, 1999. In addition, all documents subsequently filed by the Registrant or the Chandler (U.S.A.), Inc. 401(k) Thrift Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Articles of Association provide that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. ITEM 8. EXHIBITS. *4.1 Chandler (U.S.A.), Inc. 401(k) Thrift Plan Adoption Agreement, effective November 1, 1998, which includes therewith the Prototype 401(k) Plan. 5.1 Opinion of Gardere Wynne Sewell LLP. 23.1 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (set forth on the signature pages of the registration statement).
* Exhibit 4.1 was an exhibit to the Form S-8 (Registration No. 333-72869) filed with Securities and Exchange Commission on February 24, 1999 and is hereby incorporated by reference. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 the 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; (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 the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if 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 the registration statement. (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. The undersigned Registrant hereby further 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 each filing of the annual report of the Plan pursuant to Section 15(d) of the Securities and 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 by them, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES THE REGISTRANT. 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 Chandler, State of Oklahoma, on the 28th day of December, 2000. CHANDLER INSURANCE COMPANY, LTD. (Registrant) By: /s/ W. Brent LaGere ---------------------------------------------- W. Brent LaGere Chairman of the Board and Chief Executive Officer Each person whose signature appears below hereby constitutes and appoints W. Brent LaGere and Mark T. Paden and each of them (with full power in each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission and the securities regulatory authorities of the several states registration statements, any amendment or post-effective amendments or any and all other documents in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, or the registration or qualification under any applicable state securities laws or regulations, of interests in the Plan and shares of Common Stock issuable pursuant to such Plan, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 28th day of December, 2000.
NAME TITLE ---- ----- /s/ Richard L. Evans Director - ----------------------------------- Richard L. Evans /s/ Mark C. Hart Vice President-Accounting and Treasurer - ----------------------------------- (principal accounting officer) Mark C. Hart /s/ James M. Jacoby Director - ----------------------------------- James M. Jacoby /s/ W. Brent LaGere Chairman of the Board of Directors, - ----------------------------------- Chief Executive Officer, and Director W. Brent LaGere (principal executive officer) Director - ----------------------------------- Paul A. Maestri Director - ----------------------------------- Scott Martin /s/ Mark T. Paden Executive Vice President, - ----------------------------------- Chief Financial Officer and Director Mark T. Paden (principal financial officer) /s/ Robert L. Rice Director - ----------------------------------- Robert L. Rice Director - ----------------------------------- Brenda B. Watson
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Trustee has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salem, State of New Hampshire, on the 22nd day of December, 2000. SCUDDER TRUST COMPANY, TRUSTEE FOR THE CHANDLER (U.S.A.), INC. 401(k) THRIFT PLAN By: /s/ Kimberly M. Mustin ---------------------------------------------- Print Name: Kimberly M. Mustin -------------------------------------- Title: Vice President ------------------------------------------- EX-5.1 2 a2034301zex-5_1.txt EXHIBIT 5.1 December 28, 2000 EXHIBIT 5.1 Chandler Insurance Company, Ltd. Anderson Square, Fifth Floor P.O. Box 1854 Grand Cayman, Cayman Islands B.W.I. Gentlemen: We have acted as counsel to Chandler Insurance Company, Ltd., a Cayman Islands corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (the "Registration Statement") of 500,000 Series A Preferred Shares, $1.00 par value ("Series A Preferred Shares"), of the Company, which are authorized for issuance under the Chandler (U.S.A.), Inc. 401(k) Thrift Plan (the "Thrift Plan"). We have assisted the Company in the preparation of, and are familiar with, the Registration Statement to be filed with the Securities and Exchange Commission on December 29, 2000 for the registration under the Securities Act of the 500,000 Series A Preferred Shares covered by the Thrift Plan. With respect to the foregoing, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, orders, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based upon the foregoing, we are of the opinion that the 500,000 Series A Preferred Shares of the Company which from time to time may be issued under the Thrift Plan from authorized but unissued shares in accordance with appropriate proceedings of the shareholders and Board of Directors of the Company or a committee thereof, when so issued and sold at prices in excess of the par value of the Series A Preferred Shares, in accordance with the respective provisions of the Thrift Plan and related agreements entered into by the Company, will be duly and validly authorized and issued by the Company and fully paid and nonassessable. Chandler Insurance Company, Ltd. December 28, 2000 Page 2 We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, GARDERE WYNNE SEWELL LLP By: --------------------------------- David G. McLane, Partner EX-23.1 3 a2034301zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Chandler Insurance Company, Ltd. (the "Company") on Form S-8 of our report dated February 11, 2000, which contains an explanatory paragraph relating to legal proceedings involving the Company, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1999. /s/ Deloitte & Touche LLP Tulsa, Oklahoma December 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----