-----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, QPdyHslTgM9piiXGfzPblfGgt4S6vsxn43AC6MysmXNqhaTfHiPwyTmWLxQn5/WK TFVSis3S7/XktwQio8uoAQ== 0000899140-97-000078.txt : 19970115 0000899140-97-000078.hdr.sgml : 19970115 ACCESSION NUMBER: 0000899140-97-000078 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970114 SROS: NYSE GROUP MEMBERS: ZURICH CENTRE INVESTMENTS LIMITED GROUP MEMBERS: ZURICH INSURANCE CO GROUP MEMBERS: ZURICH INTERNATIONAL (BERMUDA) LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZURICH REINSURANCE CENTRE HOLDINGS INC CENTRAL INDEX KEY: 0000898612 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133703575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42507 FILM NUMBER: 97505427 BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128985000 MAIL ADDRESS: STREET 1: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZURICH INSURANCE CO CENTRAL INDEX KEY: 0000941199 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 MYTHENQUAI CH-8002 CITY: ZURICH STATE: V8 ZIP: 00000 MAIL ADDRESS: STREET 1: 1400 AMERICAN LANE CITY: SCHAUMBURG STATE: IL ZIP: 60196 SC 13D/A 1 AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZURICH REINSURANCE CENTRE HOLDINGS, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 989822101 ----------------------- (CUSIP Number) Steven D. Germain, Secretary Zurich Centre Investments Limited Cumberland House One Victoria Street P.O. Box HM 1788 Hamilton, HM HX Bermuda (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Thomas M. Cerabino, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 January 10, 1997 ----------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 23 - ---------------------------------------------------- -------------------- CUSIP No. 989822101 Page 2 of 23 Pages - ---------------------------------------------------- -------------------- - ---- -------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zurich Centre Investments Limited - ---- -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---- -------------------------------------------------------------------------- 3 SEC USE ONLY - ---- -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---- -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---- -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------- -------- ------------------------------------------------------- 7 SOLE VOTING POWER 16,217,572 (see Item 5) -------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None (see Item 5) OWNED BY EACH REPORTING PERSON WITH --------- ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 16,217,572 (see Item 5) --------- ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER None (see Item 5) - ---- -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,217,572 (see Item 5) - ---- -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---- -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% - ---- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ---- -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 23 - ---------------------------------------------------- -------------------- CUSIP No. 989822101 Page 3 of 23 Pages - ---------------------------------------------------- -------------------- - ---- -------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zurich Insurance Company - ---- -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---- -------------------------------------------------------------------------- 3 SEC USE ONLY - ---- -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---- -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---- -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------- -------- ------------------------------------------------------- 7 SOLE VOTING POWER 17,217,572 (see Item 5) -------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None (see Item 5) OWNED BY EACH REPORTING PERSON WITH --------- ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 17,217,572 (see Item 5) --------- ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER None (see Item 5) - ---- -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 17,217,572 (see Item 5) - ---- -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---- -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.7% - ---- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC, HC - ---- -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 23 - ---------------------------------------------------- -------------------- CUSIP No. 989822101 Page 4 of 23 Pages - ---------------------------------------------------- -------------------- - ---- -------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zurich International (Bermuda) Ltd. - ---- -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---- -------------------------------------------------------------------------- 3 SEC USE ONLY - ---- -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ---- -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---- -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------- -------- ------------------------------------------------------- 7 SOLE VOTING POWER 350,000 (see Item 5) -------- ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None (see Item 5) OWNED BY EACH REPORTING PERSON WITH --------- ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 350,000 (see Item 5) --------- ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER None (see Item 5) - ---- -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 350,000 (see Item 5) - ---- -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---- -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - ---- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ---- -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 23 Item 1. Security and Issuer. This statement amends and restates in its entirety the information set forth in the Schedule 13D dated March 31, 1994, as amended by Amendment No. 1 thereto dated January 23, 1996 (as amended, the "Schedule 13D"), filed on behalf of Zurich Centre Investments Limited, Zurich International (Bermuda) Ltd. and Zurich Insurance Company (collectively, the "Reporting Persons") and constitutes Amendment No. 2 to the Schedule 13D. Item 1. Security and Issuer. This statement on Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Zurich Reinsurance Centre Holdings, Inc. (the "Company"), a Delaware corporation, whose principal executive offices are located at One Chase Manhattan Plaza, 43rd Floor, New York, New York 10005. Item 2. Identity and Background. This statement on Schedule 13D is filed by and on behalf of: Zurich Centre Investments Limited, a corporation organized under the laws of Bermuda ("Zurich Centre"), in connection with its participation in the reorganization of certain of the Zurich Insurance Company group of companies described more fully in Item 4 below. Zurich Centre is a holding company which does not conduct any business of its own. Zurich Centre's principal place of business and principal executive offices are located at Cumberland House, One Victoria Street, P.O. Box HM 1788, Hamilton, HM HX, Bermuda. Page 5 of 23 Zurich Insurance Company ("Zurich"), a Swiss insurance and reinsurance holding company which is also engaged in insurance, reinsurance and asset management operations, owns approximately 65% of the outstanding common stock of Zurich Centre. Zurich International (Bermuda) Ltd. ("International"), a Bermuda insurance and reinsurance holding company engaged in insurance and reinsurance operations and an indirect wholly owned subsidiary of Zurich, owns approximately 35% of the outstanding common stock of Zurich Centre. Zurich's principal place of business and principal executive offices are located at 2 Mythenquai, CH-8002 Zurich, Switzerland. International's principal place of business and principal executive offices are located at Cumberland House, One Victoria Street, P.O. Box HM 1788, Hamilton, HM HX, Bermuda. During the last five years, neither Zurich Centre, Zurich nor International has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The name, business address, citizenship, present principal occupation or employment, and the name and address of any corporation or other organization in which such employment is conducted of (i) each of the executive officers and directors of Page 6 of 23 Zurich Centre, (ii) each of the executive officers and directors of Zurich and (iii) each of the executive officers and directors of International are set forth in Appendix A attached hereto and incorporated herein by reference. During the last five years, to the knowledge of Zurich, International and Zurich Centre, no person identified on Appendix A has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. 15,175,000 shares of Common Stock were acquired by Zurich Centre in a reorganization of certain of the Zurich Insurance Company's group of companies described more fully in Item 4. 2,042,572 shares of Common Stock were acquired on January 17, 1996 by Zurich Centre (the "Centre Acquired Shares") in a privately negotiated transaction for $30.50 per share. The source of funds for the purchase of the Centre Acquired Shares was available cash. Page 7 of 23 On December 4, 1996, Zurich Centre distributed as a dividend 650,000 shares of the Common Stock to Zurich and 350,000 shares of the Common Stock to International. Item 4. Purpose of Transaction. In the reorganization of certain of the Zurich Insurance Company group of companies on March 31, 1994, Centre Reinsurance (Bermuda) Limited, a Bermuda corporation and a wholly-owned subsidiary of Centre Reinsurance Holdings Limited ("Centre Holdings"), a Bermuda corporation, distributed all of its 13,049,000 shares of the Common Stock of the Company to Centre Holdings. After such distribution, Centre Holdings distributed all of its combined 15,175,000 shares of the Common Stock of the Company to Zurich Centre (the "Reorganization Shares"). Pursuant to a subscription and stockholder's agreement, dated as of March 8, 1993 (the "Stockholders' Agreement"), Zurich Centre was restricted from selling the shares of Common Stock for a period of two years from May 18, 1993 without the prior written consent of a majority of the independent directors of the Company and a majority of the entire board of directors of the Company. Under such agreement, Zurich Centre has certain registration rights with regard to the Common Stock. On January 17, 1996 Zurich Centre acquired the Centre Acquired Shares in a privately negotiated transaction for $30.50 per share. On December 4, 1996, Zurich Centre distributed as a Page 8 of 23 dividend 650,000 shares of the Common Stock to Zurich and 350,000 shares of the Common Stock to International. The purpose of the acquisition of the Centre Acquired Shares and the Reorganization Shares in the foregoing transactions was for investment. On January 10, 1997, Zurich delivered a letter to the Board of Directors of the Company pursuant to which Zurich made a proposal to acquire (the "Proposed Transaction") all of the outstanding shares of the Common Stock not currently owned by the Zurich Insurance Company group of companies at a cash per share price of $36.00 (the "Offer Letter"). Consummation of the Proposed Transaction would be subject to approval of the Board of Directors and stockholders of the Company, as well as other customary conditions, including receipt of all necessary regulatory approvals. Zurich anticipates that upon completion of the Proposed Transaction, it will seek to cause the Common Stock to be delisted from trading on the New York Stock Exchange and to cause deregistration of the Common Stock with the Securities and Exchange Commission. In addition, Zurich intends, subject to certain conditions, including receipt of all necessary regulatory approvals, to merge the operations of Zurich Reinsurance Centre Inc. and Centre Reinsurance Company of New York upon or following the consummation of the Proposed Transaction. In the Offer Letter, Zurich reserved the right to amend or withdraw the proposal made in the Offer Letter in its discretion at any time. Page 9 of 23 Except as set forth herein, neither Zurich, International, Zurich Centre nor, to the best knowledge of Zurich, International and Zurich Centre, any person listed in Appendix A, has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 10 of 23 Each of Zurich, International and Zurich Centre may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. In addition, Zurich, International and Zurich Centre, directly or indirectly, may make further purchases of Common Stock from time to time. Item 5. Interest in Securities of the Issuer. (a) and (b) On the date of this statement: Zurich Centre may be deemed to beneficially own 16,217,572 shares of the Common Stock representing approximately 61.9% of the outstanding shares of Common Stock. Zurich Centre owns of record 16,217,572 shares of the Common Stock. Zurich Centre has the sole power to vote or direct the vote and has sole power to dispose or direct the disposition of 16,217,572 shares of the Common Stock. International may be deemed to beneficially own 350,000 shares of the Common Stock representing approximately 1.3% of the outstanding shares of Common Stock. International owns of record 350,000 shares of the Common Stock. International has the sole power to vote or direct the vote and has the sole power to dispose or direct the disposition of 350,000 shares of the Common Stock. Page 11 of 23 Zurich owns of record 650,000 shares of the Common Stock and may be deemed to beneficially own such shares and, as the person ultimately in control of Zurich Centre and International, the shares of Common Stock beneficially owned by Zurich Centre and International. Accordingly, Zurich may be deemed to beneficially own 17,217,572 shares of the Common Stock representing approximately 65.7% of the outstanding shares of Common Stock. Zurich has the power to vote or direct the vote and has the power to dispose or direct the disposition of 17,217,572 shares of the Common Stock. (c) The response to Item 4 is incorporated herein by reference. (d) To the knowledge of each of Zurich Centre and Zurich, no person other than each respective record owner referred to herein of the shares of the Common Stock has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as set forth in this statement, neither Zurich, Zurich Centre, International nor, to the best knowledge of Zurich, International and Zurich Centre, any person identified in Appendix A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any other person with respect to any securities of Page 12 of 23 the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. Appendix A: Executive Officers and Directors of Zurich Centre, Zurich and International. Exhibit A: Subscription and Stockholders' Agreement, dated as of March 8, 1993, by and among the Company, Centre Holdings, Fund American Enterprises Holdings, Inc., John J. Byrne and Steven M. Gluckstern and Amendment No. 1 thereto, dated as of November 2, 1993. Exhibit B: Acknowledgement and Undertaking, dated March 31, 1994, by Centre Holdings and Zurich Centre regarding the Stockholders' Agreement. Exhibit C: Letter, dated January 10, 1997, addressed to the Board of Directors of the Company from Zurich Insurance Company. Exhibit D: Joint Filing Agreement, dated January 13, 1997, by and between Zurich Insurance Company, Zurich International (Bermuda) Ltd. and Zurich Centre Investments Limited. Page 13 of 23 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 13, 1997 ZURICH CENTRE INVESTMENTS LIMITED By: /s/ Thomas Gleeson Name: Thomas Gleeson Title: Vice President Dated: January 13, 1997 ZURICH INSURANCE COMPANY By: /s/ M. Landolt Name: M. Landolt Title: Office of the Chairman By: /s/ M. Machler-Erne Name: M. Machler-Erne Title: Corporate Legal Advisor Dated: January 13, 1997 ZURICH INTERNATIONAL (BERMUDA) LTD. By: /s/ Michael R. Deevy Name: Michael R. Deevy Title: Vice President & C.O.O. Page 14 of 23 Appendix A is amended and restated as follows: Appendix A Set forth below are the name, position and citizenship of each of the directors and executive officers of Zurich Centre, Zurich and International. Except as otherwise indicated, the principal occupation of each person listed below is his or her executive position with Zurich Centre, Zurich and/or International, as the case may be. The business address of each person at Zurich Centre and International is Cumberland House, One Victoria Street, P.O. Box HM 1788, Hamilton HM HX, Bermuda. The business address of each person at Zurich is 2 Mythenquai, CH-8002 Zurich, Switzerland. Executive Officers of Zurich Centre Name Position Citizenship Steven M. Gluckstern President and Chief USA Executive Officer Rolf F. Huppi Chairman Swiss Michael D. Palm Executive Vice President USA Laurence W. Cheng Executive Vice President Canadian Steven D. Germain Secretary USA Directors of Zurich Centre Principal Occupation and Business Address (if other than as indicated above) Name Position Citizenship Steven M. Gluckstern President and Chief Executive USA Officer, Zurich Reinsurance Centre Holdings, Inc., Chairman, Centre Reinsurance Holdings Limited Michael D. Palm President and Chief Executive USA Officer, Centre Reinsurance Holdings Limited Rolf F. Huppi President and Chief Executive Swiss Officer of Zurcih Rolf Hanggi Deputy Chief Executive Officer Swiss of Zurich Laurence W. Cheng President and Chief Executive Canadian Officer of International Dr. Kaspar Hotz Corporate Secretary and General Swiss Counsel of Zurich Detlef Steiner Member of Corporate Executive German Board of Zurich Page 15 of 23 Directors of Zurich Centre Principal Occupation and Business Address (if other than as indicated above) Name Position Citizenship Scott Levine President of Zurich Centre USA ReSource Limited One Chase Manhattan Plaza, New York, New York 10005 Andrea Hodson Vice President of Human USA Resources and Administration of Centre Reinsurance Holdings Limited Roger Thompson Controller Canadian Crawford House, 50 Cedar Ave., Hamilton HM 11, Bermuda Page 16 of 23 Executive Officers of Zurich Name Position Citizenship Rolf F. Huppi Chairman and Chief Executive Officer Swiss Rolf Hanggi Deputy Chief Executive Swiss Officer Dr. Kaspar Hotz Corporate Secretary and Swiss General Counsel William H. Bolinder Member of Corporate USA Executive Board Peter Eckert Member of Corporate Swiss Executive Board Laurence W. Cheng Member of Corporate Canadian Executive Board Dr. Gunther Gose Member of Corporate German Executive Board Markus Rohrbasser Member of Corporate Swiss Executive Board Frank Schnewlin Member of Corporate Swiss Executive Board Detlef Steiner Member of Corporate German Executive Board Richard Johnson Member of Enlarged USA Corporate Executive Board Dominique Morax Member of Enlarged Swiss Corporate Executive Board Dr. Adriano Passardi Member of Enlarged Swiss Corporate Executive Board Dr. Daniel Villiger Member of Enlarged Swiss Corporate Executive Board Page 17 of 23 Directors of Zurich Principal Occupation and Business Address (if other than as indicated above) Name Position Citizenship Henry C.M. Bodmer Chairman and Managing Swiss Director Abegg Holding AG, Bahnhofstrasse 30, 8001 Zurich, Switzerland Peter Bockli Partner Law Offices of Swiss Bockli Thomann & Swiss Partners, P.O. Box 2348, 4002 Basel, Switzerland Kaspar V. Cassani Retired in 1989 from IBM Swiss (1987 to 1989 Swiss Vice-Chairman of IBM Corporation, Armonk, NY) Haldenstrasse 53, 8142 Uitikon, Switzerland David de Pury Chairman of the Board Swiss and Partner of de Pury Pictet Turretini & Co. Ltd., Zurich and Geneva, Switzerland, P.O. Box 8242, 8050 Zurich, Switzerland Rolf Hanggi Deputy Chief Executive Swiss Officer Zurich Insurance Company, Mythenquai 2, Zurich, Switzerland Rolf Huppi Chairman and Chief Executive Swiss Officer, Zurich Insurance Company, Mythenquai 2, Zurich, Switzerland Markus Kundig Owner Kundig Druck AG Swiss (Printing Company), Sihlbruggstrasse 105A, 6341 Baar, Switzerland Yves Oltramare Retired, formerly partner of Swiss Lombard, Odier & Cie, Bankers, "Monchoisy", 56 route de Meinier 1253 Vandoeuvres, Switzerland Karl Otto Pohl Partner, Bank Sal. Oppenheim jr, German & Cie KGaA, Bockenheimer Landstrasse 20, 60323 Frankfurt a/Main, Germany Lodewijk van Wachem Chairman, Supervisory Board, Dutch Royal Dutch Petroleum Company, P.O. Box 162, 2501 Den Haag, Netherlands Page 18 of 23 Executive Officers of International Name Position Citizenship Laurence W. Cheng President and Chief Canadian Executive Officer Rolf F. Huppi Chairman Swiss Detlef Steiner Vice Chairman German Michael R. Deevy Vice President, Chief Irish Operating Officer and Comptroller Nicholas B. Dill, Jr. Vice President and British Secretary Directors of International Principal Occupation and Business Address (if other than as indicated above) Name Position Citizenship Rolf F. Huppi Chairman and Chief Swiss Executive Officer of Zurich Rolf Hanggi Deputy Chief Executive Swiss Officer of Zurich Laurence W. Cheng President and Chief Executive Canadian Officer of International Hon. Charles T.M. Collis Senior Partner of Conyers, British Dill & Pearman Clarendon House, 2 Church Street, P.O. Box HM 666, Hamilton HMCX, Bermuda Nicholas B. Dill, Jr. Senior Partner of Conyers, British Dill & Pearman Clarendon House, 2 Church Street, P.O. Box HM 666, Hamilton HMCX, Bermuda Detlef Steiner Member of Corporate Executive German Board of Zurich Page 19 of 23 EXHIBIT INDEX Exhibit Sequential Number Description of Exhibit Page No. Exhibit A Subscription and Stockholders' * Agreement, dated as of March 8, * 1993, by and among the Company, Centre Holdings, Fund American Enterprises Holdings, Inc., John J. Burne and Steven M. Gluckstern and Amendment No. 1 thereto, dated as of November 2, 1993. Exhibit B Acknowledgment and Undertaking, * dated March 31, 1994, by Centre Holdings and Zurich Centre regarding the Stockholders' Agreement. Exhibit C Letter, dated January 10, 21 1997, addressed to the Board of Directors of the Company from Zurich Insurance Company. Exhibit D Joint Filing Agreement, dated 23 January 13, 1997, by and between Zurich Insurance Company, Zurich International (Bermuda) Ltd. and Zurich Centre Investments Limited. _______________________ *previously filed in paper format Page 20 of 23 EX-99.1 2 LETTER DATED 1/10/97 ZURICH ROLF HUPPI INSURANCE GROUP CHAIRMAN AND CHIEF EXECUTIVE OFFICER CONFIDENTIAL Board of Directors of Zurich Reinsurance Centre Holdings, Inc. One Chase Manhattan Plaza New York, N.Y. 10005 U.S.A. Zurich, 10, January 1997 Dear Fellow Board Members: On behalf of Zurich Insurance Group ("Zurich"), I am pleased to make a proposal to acquire all of the outstanding shares of common stock, par value $0.01 per share (the "Common Stock") of Zurich Reinsurance Centre Holdings, Inc. ("the Company") not currently owned by Zurich at a cash price per share of $36.00. Consummation of the acquisition would be subject to the approval by the Board of Directors and stockholders of the Company, as well as to other conditions customary in a transaction of this type. We expect that a closing with respect to the acquisition will occur during the second quarter of 1997. We anticipate that upon the completion of the acquisition, Zurich will seek to cause the shares of the Company to be delisted from trading on the New York Stock Exchange and to cause deregistration of the Common Shares with the Securities and Exchange Commission. We believe that this proposal is a fair one that will benefit the public stockholders of the Company. It represents an 18.5% premium over the closing market price on Wednesday, January 8, 1997 of $30.375, and enables these stockholders to receive cash for their shareholdings. We are in a position to proceed on an expedited basis and urge that the Company act as quickly as possible in considering our proposal. We expect that the directors of the Company who are not affiliated with Zurich may wish to engage independent legal and financial advisors. If this is so, we would invite your representatives to meet with our advisors to discuss this proposal at your earliest convenience. ZURICH INSURANCE COMPANY MYTHENQUAI 2, P.O. BOX CH 8022 ZURICH, PHONE 41 1/205 28 40, FAX 41 1/201 47 90 Page 21 of 23 2 We wish to make it clear that we are not interested under any circumstances in selling our interest in the Company and that there is no prospect of a sale of a controlling interest to a third party. We hope that you will give this proposal your prompt attention. We reserve the right to amend or withdraw this proposal at our discretion at any time. Yours sincerely, Zurich Insurance Company /s/ Rolf Huppi Rolf Huppi Page 22 of 23 EX-99.2 3 JOINT FILING AGMT. EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Zurich Reinsurance Centre Holdings, Inc. dated January 13, 1997 and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: January 13, 1997 ZURICH CENTRE INVESTMENTS LIMITED By: /s/ Thomas Gleeson Name: Thomas Gleeson Title: Vice President Dated: January 13, 1997 ZURICH INSURANCE COMPANY By: /s/ M. Landolt Name: M. Landolt Title: Office of the Chairman By: /s/ M. Machler-Erne Name: M. Machler-Erne Title: Corporate Legal Advisor Dated: January 13, 1997 ZURICH INTERNATIONAL (BERMUDA) LTD. By: /s/ Michael R. Deevy Name: Michael R. Deevy Title: Vice President & C.O.O. Page 23 of 23 -----END PRIVACY-ENHANCED MESSAGE-----