As filed with the Securities and Exchange Commission on July 24, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVEREST RE GROUP, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 6321 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
c/o ABG Financial & Management Services Inc.
Parker House
Wildey Business Park, Wildey Road
St. Michael, Barbados
(Address of principal executive offices) (zip code)
Everest Re Group, Ltd. 2002 Stock Incentive Plan
(Full title of the plan)
Stephen L. Limauro
Everest Global Services, Inc.
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938-0830
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (908) 604-3000
copy to
Carol S. Rivers, Esq.
Mayer, Brown, Rowe & Maw
190 S. LaSalle Street
Chicago, Illinois 60603
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be ----------------- Aggregate Offering Amount of
to be Registered Registered Offering(1) Price(1) Registration Fee
---------------- ---------- ----------- -------- ----------------
Common Stock, $.01 par
value 4,000,000 $44.355 $177,420,000 $16,323
(1) Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
the average of the high and low sale prices of the Common Stock on the New
York Stock Exchange on July 23, 2002.
(2) There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of
the 2002 Stock Incentive Plan.
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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 to be contained in Part I of this Registration Statement
is omitted in accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the introductory 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, which have heretofore been filed with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002;
(c) The Registrant's Current Reports on Form 8-K filed February 19,
2002 and March 7, 2002; and
(d) The description of the Registrant's common shares, par value
$.01 per share, contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on March 8,
2000 under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document all or a portion
of which is incorporated or deemed to be incorporated be 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 which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Everest Group is a Bermuda company. Section 98 of the Companies Act 1981 of
Bermuda (the "Act") provides generally that a Bermuda company may indemnify its
directors, officers and auditors against any liability which by virtue of rule
of law or otherwise would be imposed on them, except in cases where such
liability arises from fraud or dishonesty of which such director, officer or
auditor may be guilty in relation to the company. Section 98 further provides
that a Bermuda company may indemnify its directors, officers and auditors
against any liability incurred by them in defending any proceedings, whether
civil or criminal, in which judgment is awarded in their favor or they are
acquitted or in which they are acquitted or granted relief by the Supreme Court
of Bermuda in certain proceedings arising under Section 281 of the Act.
Section 30 of Everest Group's bye-laws provides that: (a) the directors,
officers and employees of Everest Group shall be indemnified out of the funds of
Everest Group from and against (and the agents of Everest Group may be
indemnified from and against) all actions, costs, charges, losses, damages and
expenses which they shall incur by reason of any act done in connection with
their duty as a director, officer, employee or agent of Everest Group; and (b)
expenses will be paid in advance of the final disposition of any action upon
receipt of an undertaking to repay such amounts if it is ultimately determined
that they are not entitled to indemnification.
Section 31 of Everest Group's bye-laws provides that each shareholder
agrees to waive any claim or right of action such shareholder might have against
any director or officer on account of any action taken by such director or
officer, or the failure of such director or officer to take any action in the
performance of his or her duties with or for Everest Group, provided that such
waiver does not extend to any matter in respect of any fraud or dishonesty that
may attach to such director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index, which is incorporated herein by reference.
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;
(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;
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(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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
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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 Liberty Corner, NJ, on July 24, 2002.
Everest Re Group, Ltd.
/s/ Stephen L. Limauro
----------------------
By: Stephen L. Limauro
Its: Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of
Joseph V. Taranto, Stephen L. Limauro and Joseph A. Gervasi such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all other documents in connection
therewith, and to file the same, with all exhibits thereto, with the Securities
and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 24th day of July, 2002.
Signature Title
--------- -----
/s/ Joseph V. Taranto Chairman and Chief Executive Officer
--------------------- and Director (Principal Executive
Joseph V. Taranto Officer and Authorized U.S. Representative)
/s/ Stephen L. Limauro Executive Vice President and Chief
---------------------- Financial Officer (Principal Financial
Stephen L. Limauro Officer)
/s/ Martin Abrahams Director
-------------------
Martin Abrahams
/s/ Kenneth J. Duffy Director
--------------------
Kenneth J. Duffy
/s/ John R. Dunne Director
-----------------
John R. Dunne
/s/ Thomas J. Gallagher President and Chief Operating Officer
----------------------- and Director
Thomas J. Gallagher
/s/ William F. Galtney, Jr. Director
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William F. Galtney, Jr.
/s/ Keith T. Shoemaker Comptroller (Principal Accounting Officer)
----------------------
Keith T. Shoemaker
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EXHIBIT INDEX
Exhibit Description of Document
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Number
------
4.1 Everest Re Group, Ltd. 2002 Stock Incentive Plan.
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages hereto).