-----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, Iv8qrX101iThYqpDtPkp2SnPILVa6Cf24n8N+xXX0yChZMd5u5poEhWr1KWrLeoM 7h45rB4szrro+kUFBeiXvQ== 0000950123-96-007474.txt : 19961220 0000950123-96-007474.hdr.sgml : 19961220 ACCESSION NUMBER: 0000950123-96-007474 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961219 EFFECTIVENESS DATE: 19961219 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18281 FILM NUMBER: 96683425 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 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 19, 1996 Registration No. 33- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- 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 (I.R.S. Employer of incorporation or organization) Identification No.) 65 EAST 55TH STREET, 28TH FLOOR NEW YORK, NY 10022 (Address of principal executive offices) (zip code) TIG HOLDINGS, INC. DIVERSIFIED SAVINGS RESTORATION PLAN (full title of the plan) PETER M. ACTON, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL TIG HOLDINGS, INC. 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) ------------------------------------ CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of Securities to to be price pe offering registration be Registered Registered unit price fee - ------------- ---------- ---- ----- --- Plan Obligations(1) $3,000,000 100% $3,000,000 $910.00
2 Represents unsecured obligations of TIG Holdings, Inc. to pay deferred compensation to participants in the TIG Holdings, Inc. Diversified Savings Restoration Plan. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation Of Documents By Reference The following documents are incorporated herein by reference: (a) Annual Report on Form 10-K of TIG Holdings, Inc. (the "Registrant") for the year ended December 31, 1995; (b) The Quarterly Reports on Form 10-Q of the Registrant for the quarters ended March 31, June 30 and September 30, 1996, and the amendment on Form 10-Q/A of the Form 10-Q for the quarter ended September 30, 1996; and (c) All other reports filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1995. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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. Any statement contained herein or contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Item 4. Description Of Securities The securities registered hereby are being issued under the TIG Holdings, Inc. Diversified Savings Restoration Plan (the "Plan") and represent unsecured obligations of the Registrant to pay to participants in the Plan in cash deferred compensation in amount equal to the value of their accumulated account balances under the Plan. The value of each participant's account balance is determined by a combination of (i) the amount of voluntary deferrals by the participant of salary and bonus payments under the Plan, (ii) the amount of the matching contribution made by the Registrant under the Plan , and (iii) the investment performance of the financial indices in which the account balance is deemed invested in accordance with the Plan. 4 In accordance with the Plan, the distribution of account balances is made to participants following the termination of their employment in cash, at the election of the participant, either in a lump sum or in installments over a ten-year period. Except as required by a qualified domestic relations order, the right of a participant to payments under the Plan may not be sold, assigned, transferred, pledged or otherwise encumbered. Account balances are not segregated from the assets of the Registrant. The right of each participant to receive payments is that of a general, unsecured creditor of the Registrant, and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. Account balances are not convertible into any other security of the Registrant. The plan obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Registrant. No trustee has been appointed having the authority to take action with respect to the rights of participants under the Plan. Item 5. Interests Of Named Experts And Counsel Not Applicable. Item 6. Indemnification Of Directors And Officers Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Amended and Restated Certificate of Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL. Reference is made to Section 145 of DGCL which provides that a corporation may indemnify any persons, including directors and 5 officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudged to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred. The Registrant's bylaws, as amended, requires indemnification of directors and officers of the Registrant as permitted by the DGCL. The Registrant may maintain liability insurance to protect each director and officer of the Registrant or another entity against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such persons against such expense, to indemnify such person against such expense, liability or loss under the DGCL. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits The following exhibits are filed as part of this Registration Statement: 5.1 Opinion of Peter M. Acton, Senior Vice President and General Counsel of the Registrant, as to the legality of the securities being registered. 6 23.1 Consent of Peter M. Acton, Senior Vice President and General Counsel of the Registrant (filed as part of Exhibit 5.1 hereof). 23.2 Consent of Independent Auditors. 24.1 Powers of Attorney of Directors and Officers of the Registrant. Item 9. Undertakings (1) The undersigned Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, 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; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (b) 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; and 7 (c) 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. (2) The undersigned Registrant hereby 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 Exchange Act that is incorporated by reference in the Registration Statement 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) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 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 19 day of December, 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 December 19, 1996 in the capacities and on the date indicated.
Signature Title(s) Date - --------- -------- ---- /s/ Jon W. Rotenstreich Chairman of the Board and Chief Executive December 19, 1996 - ---------------------------- Officer and Director (Principal Executive Officer) Jon W. Rotenstreich * - ---------------------------- Don D. Hutson President, Chief Operating Officer and Director December 19, 1996 * - ---------------------------- Edwin G. Pickett Executive Vice President and Chief Financial December 19, 1996 Officer (Principal Financial Officer) * - ---------------------------- Steven A. Cook Controller (Principal Accounting Officer) December 19, 1996 * - -------------------------- George B. Beitzel Director December 19, 1996 * - ---------------------------- William G. Clark Director December 19, 1996 * - ---------------------------- Joel S. Ehrenkranz Director December 19, 1996 * - ---------------------------- George D. Gould Director December 19, 1996 * - ---------------------------- William W. Priest, Jr. Director December 19, 1996
9 * - ---------------------------- Ann W. Richards Director December 19, 1996 * - ---------------------------- Harold Tanner Director December 19, 1996
* By Power of Attorney /s/ Louis J. Paglia December 19, 1996 ------------------- Louis J. Paglia Attorney-in-Fact 10 EXHIBIT INDEX EXHIBIT NO. - ---------- 5.1 Opinion of Peter M. Acton, Senior Vice President and General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Consent of Peter M. Acton, Senior Vice President and General Counsel of the Registrant (filed as part of Exhibit 5.1 hereof). 23.2 Consent of Independent Auditors. 24.1 Power of Attorney of Directors and Officers of the Registrant. EX-5.1 2 OPINION OF PETER M. ACTON 1 Exhibit 5.1 December 19, 1996 TIG Holdings, Inc. 65 East 55th Street New York, New York 10022 RE: Registration Statement on Form S-8 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 Registration Statement on Form S-8 being filed by TIG Holdings, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Registration Statement"), on or about December 19, 1996, relating to the TIG Holdings, Inc. Diversified Savings Restoration Plan (the "Plan"). As such counsel and in connection with certain matters relating to the Plan, I have reviewed or caused to be reviewed, copies of the Registration Statement, the Plan, the Company's Certificate of Incorporation, as amended and restated, the Company's By-Laws and such documents and records and considered such matters of law 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, 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 following last paragraph of this letter, I am of the opinion that the Plan has been duly approved by all requisite corporate action and that the unsecured obligations of the Company to pay deferred compensation to the participants in the Plan will be valid, binding and enforceable obligations of the Company. 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. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. 2 This opinion is furnished solely in connection with the aforementioned Registration Statement and is not to be used, circulated, quoted from or otherwise referred to for any other purpose. Very truly yours, /s/ Peter M. Acton EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the TIG Holdings, Inc. Diversified Savings Restoration Plan and in the related Prospectus 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 December 13, 1996 EX-24.1 4 POWER OF ATTORNEY 1 Exhibit 24.1 POWER 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, Louis J. Paglia and Peter M. Acton his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign a registration statement on Form S-8 (the "Registration Statement"), with respect to the registration under the Securities Act of 1933, as amended, of unsecured obligation of TIG Holdings, Inc. (the "Registrant") to pay deferred compensation in the aggregate principal amount $3,000,000 to participants in the Registrant's Diversified Savings Restoration Plan, and any or all amendments 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 and, if required, any state securities commission or administrator, 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 or she 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: December 19, 1996 /S/ JON W. ROTENSTREICH /s/ DON D. HUTSON - ------------------------ ------------------------------ Name: JON W. ROTENSTREICH Name: DON D. HUTSON Title: Director, Chairman of the Board Title: Director, President and Chief Executive Officer and Chief Operating (Principal Executive Officer) Officer /s/ EDWIN G. PICKETT - ----------------------- /s/ STEVEN A. COOK Name: EDWIN G. PICKETT ----------------------- Title: Executive Vice President and Name: STEVEN A. COOK Chief Financial Officer Title: Controller (Principal (Principal Financial Officer) Accounting Officer) /s/ GEORGE B. BEITZEL - ------------------------ /s/ WILLIAM G. CLARK Name: GEORGE B. BEITZEL ---------------------------- Title: Director Name: WILLIAM G. CLARK Title: Director /s/ JOEL S. EHRENKRANZ - ------------------------- Name: JOEL S. EHRENKRANZ /s/ GEORGE D. GOULD Title: Director --------------------------- Name: GEORGE D. GOULD Title: Director /s/ WILLIAM W. PRIEST - ------------------------ /s/ ANN W. RICHARDS Name: WILLIAM W. PRIEST ----------------------------- Title: Director Name: ANN W. RICHARDS Title: Director /s/ HAROLD TANNER - ------------------------ Name: HAROLD TANNER Title: Director -----END PRIVACY-ENHANCED MESSAGE-----