-----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, GbXaYgVQnhit9LsHRp6CzXePQr5lzuP38tseLnCH3sHOjAHWqHE2w8wUSOndQ4Ia Bvu/dXo8XJti/nIwbxU1EA== 0001005477-96-000571.txt : 19961202 0001005477-96-000571.hdr.sgml : 19961202 ACCESSION NUMBER: 0001005477-96-000571 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961125 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961127 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RE CORP CENTRAL INDEX KEY: 0000889217 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133672116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11688 FILM NUMBER: 96673475 BUSINESS ADDRESS: STREET 1: 555 COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08543-5241 BUSINESS PHONE: 6092438819 8-K 1 FORM 8-K ================================================================================ 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 -------------- November 25, 1996 Date of report (Date of earliest event reported) American Re Corporation (Exact name of registrant as specified in its charter) DELAWARE 1-11688 13-3672116 (State of Other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) -------------- 555 College Road East Princeton, New Jersey 08543 (609) 243-4200 (Address including zip code, and telephone number, including area code, of registrant's principal executive office) -------------- ================================================================================ ITEM 5. OTHER EVENTS On November 25, 1996, American Re Corporation (the "Company"), and Munchener Ruckversicherungs-Gesellschaft Aktiengesellschaft In Munchen, a company organized under the laws of Germany ("Munich Re"), announced that Munich Re had completed its previously announced acquisition of the Company (the "Acquisition"). As a result of the Acquisition, the outstanding shares of the Company's common stock, $.01 par value, were converted into the right to receive $65.00 per share in cash, and the Company has become a wholly owned subsidiary of Munich Re. A copy of the Press Release dated November 25, 1996 issued by the Company relating to the Acquisition is filed as Exhibit 99 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99 Press Release dated November 25, 1996. 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 thereunto duly authorized. AMERICAN RE CORPORATION (Registrant) /s/ ROBERT K. BURGESS ------------------------------------ Robert K. Burgess Senior Vice President, General Counsel and Secretary Dated: November 25, 1996 INDEX TO EXHIBITS Page Number in Sequential Exhibit Numbering No. Description System - --- ----------- ------ 99.(a) Press Release dated November 25, 1996. 4 EX-99.(A) 2 PRESS RELEASE NEWS release ================================================================================ [LOGO] [Letterhead of American Re] For Immediate Release Contacts: Munich Re: November 25, 1996 Rainer Kuppers 011-49-89-3891-2504 American Re: Thomas H. Walker, Jr. (609) 243-4679 MUNICH RE COMPLETES ACQUISITION OF AMERICAN RE Princeton, NJ/Munich, Germany -- American Re Corporation (NYSE-ARN) and Munich Reinsurance Company today announced that Munich Re has completed its acquisition of American Re. Commenting on the closing, Dr. Hans-Jurgen Schinzler, Chairman of the Board of Management of Munich Re, said, "American Re fits Munich Re perfectly, in terms of both our Group capabilities and our strategy: further improving service to our clients, balancing the geographical spread of our overall reinsurance business, and adding value for our shareholders. Already in the past we successfully serviced a strong client base in the US through Munich American Reinsurance Company and our US branch. But now we are very excited about realizing new opportunities in the United States, the world's largest Insurance market." Paul H. Inderbitzin, Chairman and CEO of American Re, added, "American Re is proud to be a member of the Munich Re Group. This enables us to bring all of the expertise, products, services, capacity and talents of the Munich Re Group to our clients. We believe this will be a very powerful combination for the future." Munich Re is the world's largest reinsurer. It operates from its head office in Munich, Germany and through more than 60 reinsurance subsidiaries, branches, service companies and liaison offices worldwide, serving insurers in more than 150 countries. Munich Re is also one of the largest German listed joint-stock companies and its shares are included in the leading German stock market index, the DAX 30. American Re, through its wholly-owned subsidiaries, is a direct writer of treaty and facultative reinsurance and related services. Based in Princeton, New Jersey, it is, on a standalone basis, the third largest property-casualty reinsurance company in the United States. With today's closing of the acquisition, Munich Re will pay US $65 in cash for each share of American Re's common stock (on a fully-diluted basis), or about US $3.3 billion in total consideration. -----END PRIVACY-ENHANCED MESSAGE-----