-----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, Gv4BfjmEfkm9lOkViRCyWC3ZGBr8r0u6rL6rm8klbJY5cSaibEDcxXzZNo2qRKZD 3MFWgNfQTYWGrfhKr+F9Dg== 0000950123-96-006264.txt : 19961108 0000950123-96-006264.hdr.sgml : 19961108 ACCESSION NUMBER: 0000950123-96-006264 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961107 EFFECTIVENESS DATE: 19961107 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIG HOLDINGS INC CENTRAL INDEX KEY: 0000897430 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 943172455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-61564 FILM NUMBER: 96655945 BUSINESS ADDRESS: STREET 1: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2124462700 MAIL ADDRESS: STREET 1: 5205 N O OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 S-8 POS 1 S-8 POS 1 As filed with the Securities and Exchange Commission on November 7, 1996 Registration No. 33-61564 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 94-3172455 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 65 EAST 55TH STREET 28TH FLOOR NEW YORK, NY 10022 (Address of Principal Executive Offices) TIG HOLDINGS, INC. 1993 LONG-TERM INCENTIVE PLAN TIG HOLDINGS, INC. 1996 LONG-TERM INCENTIVE PLAN TIG HOLDINGS, INC. 1996 NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM TIG HOLDINGS, INC. SEPTEMBER 1996 CONSULTANT STOCK OPTION AGREEMENT PETER M. ACTON 65 EAST 55TH STREET 28TH FLOOR NEW YORK, NY 10022 (Name and address of agent for service) (212) 446-2700 (Telephone number, including area code, of agent for service) 2 NOTE The purpose of this Post-Effective Amendment No. 1 is to provide that shares registered hereunder will be available for issuance pursuant to the TIG Holdings, Inc. 1996 Long-Term Incentive Plan, TIG Holdings, Inc. 1996 Non-Employee Directors Compensation Program and the TIG Holdings, Inc. November 1996 Consultant Stock Option Agreement, as well as pursuant to the 1993 Long-Term Incentive Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits.
Exhibit Number Description -------------- ----------- 5 Opinion of Peter M. Acton, General Counsel of the Registrant, regarding legality of securities being registered (including consent). 23.1 Consent of Peter M. Acton (included as part of Exhibit 5) 23.2 Consent of Independent Auditors. 24 Powers of Attorney.
-2- 3 SIGNATURES 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 New York, State of New York on this 7th day of November, 1996. TIG HOLDINGS, INC. By: /s/ Jon W. Rotenstreich ------------------------------------- Name: Jon W. Rotenstreich Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person on November 7, 1996 in the capacities and on the date indicated.
Signature Title(s) Date - --------- -------- ---- * Chairman of the Board and Chief Executive November 7, 1996 - ------------------------------ Officer and Director (Principal Executive Officer) Jon W. Rotenstreich * - ------------------------------ Don D. Hutson President, Chief Operating Officer and Director November 7, 1996 * Executive Vice President and Chief Financial November 7, 1996 - ------------------------------ Officer (Principal Financial Officer) Edwin G. Pickett * - ------------------------------ Steven A. Cook Controller (Principal Accounting Officer) November 7, 1996 * - ------------------------------ George B. Beitzel Director November 7, 1996 * - ------------------------------ William G. Clark Director November 7, 1996 * - ------------------------------ Joel S. Ehrenkranz Director November 7, 1996 * - ------------------------------ George D. Gould Director November 7, 1996 * - ------------------------------ William W. Priest, Jr. Director November 7, 1996
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Signature Title(s) Date - --------- -------- ---- * - ------------------------------ Harold Tanner Director November 7, 1996 * By Power of Attorney /s/ Louis J. Paglia November 7, 1996 ------------------------------------------- Louis J. Paglia Attorney-in-Fact
-4- 5 EXHIBIT INDEX
Exhibit Number Description Page No. - -------------- ----------- -------- 5 Opinion of Peter M. Acton, General Counsel to the Registrant, regarding legality of securities being registered (including consent). 23.1 Consent of Peter M. Acton (included as part of Exhibit 5) 23.2 Consent of Independent Auditors. 24 Power of Attorney.
-5- EX-5 2 OPINION OF PETER M. ACTON RE LEGALITY & CONSENT 1 Exhibit 5 November 7, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N. W. Washington, D.C. 20549 RE: Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 33-61564) Ladies and Gentlemen: I am the General Counsel of TIG Holdings, Inc., a Delaware corporation (the "Company"). This opinion is provided in connection with the preparation and filing of a Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 33-61564) (the "Post- Effective Amendment No. 1") with the Securities and Exchange Commission (the "Commission"), with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 15,000,000 shares (the "Shares") of common stock, par value $.01 per share, to be issued pursuant to the Company's 1996 Long-Term Incentive Plan, the Company's 1996 Non- Employee Directors Compensation Program and the TIG Holdings, Inc. September 1996 Consultant Stock Option Agreement (collectively, the "New Plans"). As such counsel and in connection with the registration of the shares, I have reviewed or caused to be reviewed copies of the original registration statement on Form S-8, Registration No. 33-61564 (the Registration Statement"), Post-Effective Amendment No. 1, the New Plans, the Company's Certificate of Incorporation, as amended and restated, the Company's By-Laws and such documents and records as I have deemed necessary to enable me to express the opinions hereinafter set forth. In such review, I have assumed the genuineness of all signatures of all persons signing the Registration Statement and the Post-Effective Amendment No. 1, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or photostat copies. Based upon the foregoing, and further subject to the penultimate paragraph of this letter, I am of the opinion that the shares covered by the Registration Statement, following the issuance of such shares and the payment therefor, in each case, in accordance with the terms stated in each of the New Plans, will be validly issued, fully paid and non-assessable. I am a member of the bar of the State of New York, and I do not express any opinion herein concerning any laws other than the federal law of the United States and the General Corporation Law of the State of Delaware. -6- 2 I hereby consent to the use of this opinion as an exhibit to Post-Effective Amendment No. 1. Very truly yours, /s/ Peter M. Acton ------------------ Peter M. Acton General Counsel -7- EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Post Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-61564) pertaining to the TIG Holdings, Inc. 1993 Long-Term Incentive Plan, the TIG Holdings, Inc. 1996 Long-Term Incentive Plan, the TIG Holdings, Inc. 1996 Non-Employee Directors Compensation Program and the TIG Holdings, Inc. September 1996 Consultant Stock Option Agreement of our report dated February 2, 1996, except for Note P, as to which the date is February 22, 1996, with respect to the consolidated financial statements and schedules of TIG Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Dallas, Texas October 31, 1996 -8- EX-24 4 POWER OF ATTORNEY 1 Exhibit 24 POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jon W. Rotenstreich, Don D. Hutson and Louis J. Paglia his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in such person's name, place and stead in any and all capacities, to sign Post-Effective Amendment No. 1 to the registration statement on Form S-8, File No. 33-61564 (the "Registration Statement"), with respect to the registration under the Securities Act of 1933, as amended, of an aggregate of 15,000,000 shares of common stock, par value $.01 per share of TIG Holdings, Inc. (the "Corporation"), to be issued pursuant to the Corporation's 1993 Long-Term Incentive Plan, the Corporation's 1996 Long-Term Incentive Plan, the Corporation's 1996 Non-Employee Directors Compensation Program and the Corporation's September 1996 Consultant Stock Option Agreement, and any or all amendment(s) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 19, 1996
/s/ Chairman of the Board, Chief Executive Officer - ----------------------------- and Director (Principal Executive Officer) Jon W. Rotenstreich /s/ President, Chief Operating Officer - ----------------------------- and Director Don D. Hutson s/ Executive Vice-President and Chief - ----------------------------- Financial Officer (Principal Financial Officer) Edwin G. Pickett /s/ Controller (Principal Accounting Officer) - ----------------------------- Steven A. Cook /s/ - ----------------------------- George B. Beitzel Director /s/ - ----------------------------- William G. Clark Director /s/ - ----------------------------- Joel S. Ehrenkranz Director /s/ - ----------------------------- George D. Gould Director /s/ - ----------------------------- William W. Priest, Jr. Director /s/ - ----------------------------- Harold Tanner Director
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