As filed with the Securities and Exchange Commission on February 10, 2004.
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PXRE GROUP LTD.
(Exact name of Registrant as specified in its charter)
Bermuda Not Applicable
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
-------------
Swan Building
26 Victoria Street
Hamilton, Bermuda
(Address, including zip code, of Principal Executive Offices)
--------------
PXRE GROUP LTD. 2002 OFFICER INCENTIVE PLAN
PXRE GROUP LTD. 1992 OFFICER INCENTIVE PLAN
PXRE GROUP LTD. DIRECTOR STOCK OPTION PLAN
PXRE GROUP LTD. EMPLOYEE STOCK PURCHASE PLAN
PXRE GROUP LTD. RESTATED EMPLOYEE ANNUAL INCENTIVE PLAN
(Full Title of the Plan)
-------------
John M. Modin
Senior Vice President and
Chief Financial Officer
PXRE Group Ltd.
Swan Building
26 Victoria Street
Hamilton, Bermuda
(441) 296-5858
(Name, address, and telephone number,
including area code, of agent for service)
-------------
Copies to:
Gary Rothstein, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Proposed maximum
maximum aggregate
Title of securities to Amount to be offering offering Amount of
be registered registered(1) price per share price registration fee(2)
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Company's Common Shares, $1.00 par value 2,738(3) $ 20.70 $ 56,677 $ 7.18
434,500(3) $ 17.45 $ 7,582,025 $ 960.64
429,750(3) $ 15.95 $ 6,854,513 $ 868.47
274,000(3) $ 19.80 $ 5,425,200 $ 687.37
384,300(3) $ 12.50 $ 4,803,750 $ 608.64
58,673(3) $ 32.94 $ 1,932,689 $ 244.87
62,996(3) $ 26.69 $ 1,681,363 $ 213.03
60,256(3) $ 24.75 $ 1,491,336 $ 188.95
52,971(3) $ 24.88 $ 1,317,918 $ 166.98
47,517(3) $ 23.88 $ 1,134,706 $ 143.77
25,000(4) $ 20.23 $ 505,750 $ 64.08
20,000(4) $ 24.17 $ 483,400 $ 61.25
50,000(4) $ 19.88 $ 994,000 $ 125.94
294,576(4) $ 23.78 $ 7,005,017 $ 887.54
2,554,465(5) $ 27.71(6) $70,784,225 $ 8,968.36
115,374(7) $ 27.71(6) $ 3,197,014 $ 405.06
672,825(8) N/A (9) N/A N/A
TOTAL 5,539,941 $14,602.13
====================================================================================================================================
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional Common Shares which may
become issuable as a result of share splits, share dividends, or
similar transactions in accordance with anti-dilution provisions of
the 2002 Officer Incentive Plan, the 1992 Officer Incentive Plan, the
Director Stock Option Plan and the Employee Stock Purchase Plan.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended (the "Securities Act"), as follows: Proposed maximum aggregate
offering price multiplied by .00012670.
(3) Represents Common Shares underlying outstanding options granted
pursuant to the 1992 Officer Incentive Plan as of the date of this
Registration Statement.
(4) Represents Common Shares underlying outstanding options granted
pursuant to the 2002 Officer Incentive Plan as of the date of this
Registration Statement.
(5) Represents 2,104,465 Common Shares available for additional grants
under the 2002 Officer Incentive Plan, 250,000 Common Shares available
for additional grants under the Director Stock Option Plan and 200,000
Common Shares available for additional grants under the Employee Stock
Purchase Plan.
(6) Calculated pursuant to Rules 457(c) and (h), based upon the average of
the high and low prices for the Common Shares as reported on the New
York Stock Exchange on February 5, 2004.
(7) Represents 63,818 Common Shares granted as restricted shares under the
2002 Officer Plan and 51,556 Common Shares granted under the PXRE
Group Ltd. Restated Employee Annual Incentive Plan to affiliates of
the Company which are being registered pursuant to the attached Resale
Prospectus.
(8) Represents Common Shares underlying options outstanding and restricted
shares granted under the 2002 Officer Incentive Plan, Common Shares
underlying options outstanding under the 1992 Officer Incentive Plan
and Common Shares granted under the Employee Stock Purchase Plan held
by affiliates of the Company the sale of which is being registered
pursuant to the attached Resale Prospectus.
(9) Pursuant to Rule 457(h)(3), no fee is payable with respect to the
resale of such Common Shares.
2
PXRE GROUP LTD.
788,199 Shares
Common Shares
($1.00 par value per share)
This Prospectus relates to an aggregate of up to 788,199 shares (the
"Shares") of common shares, $1.00 par value per share (the "Common Shares"), of
PXRE Group Ltd., a Bermuda corporation (the "Company"), which may be offered for
sale from time to time by the selling shareholders named herein or to be named
in the future by means of supplements to this Prospectus. The Shares offered
hereby have been or will have been acquired under the Company's 2002 Officer
Incentive Plan (the "2002 Plan"), 1992 Officer Incentive Plan (the "1992 Plan"),
Employee Stock Purchase Plan (the "ESPP") and Restated Employee Annual Incentive
Plan (the "Bonus Plan").
The selling shareholders and certain broker-dealers that participate in
the offer and sale of the Shares on behalf of selling shareholders may be deemed
to be "underwriters" for purposes of the Securities Act of 1933, as amended (the
"Securities Act"), in which case commissions and profits received by such
broker-dealers may be deemed to be underwriting commissions and discounts under
the Securities Act. See "PLAN OF DISTRIBUTION." The Company will pay all
expenses incident to the offering and sale of the Shares to the public other
than commissions and discounts of underwriters, dealers, or agents. The Company
will not receive any proceeds from the sale of the Shares by the selling
shareholders.
There is no assurance that any of the selling shareholders will sell
any of the Shares or that all of the Shares will be sold. The Company's Common
Shares trade on the New York Stock Exchange under the symbol PXT. On February 9,
2004, the closing price of the Company's Common Shares was $28.45 per share on
the New York Stock Exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is February 10, 2004
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No person has been authorized in connection with the offering made
hereby to give any information or to make any representation other than those
contained in, or incorporated by reference into, this Prospectus and, if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the Shares offered hereby, nor
shall there be any sale of the Shares, to any person in any jurisdiction in
which it is unlawful to make such offer, solicitation, or sale. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
information herein or the affairs of the Company since the date of this
Prospectus.
1
TABLE OF CONTENTS
Available Information ........................................................2
Documents Incorporated by Reference ..........................................2
General Information ..........................................................3
Selling Shareholders .........................................................4
Use of Proceeds ..............................................................4
Plan of Distribution .........................................................4
Experts ......................................................................5
AVAILABLE INFORMATION
The Company files periodic reports, proxy statements, and other
information with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such documents
concerning the Company are available online through the SEC's Electronic Data
Gathering, Analysis, and Retrieval System (EDGAR), located on the SEC's web site
at http://www.sec.gov, and can also be inspected and copied, at prescribed
rates, during normal business hours at the SEC's Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room.
The Company has filed with the SEC a registration statement on Form S-8
(of which this Prospectus is a part) under the Securities Act with respect to
the Shares offered hereby. This Prospectus does not contain all of the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows the Company to incorporate by reference into this
Prospectus some of the information that we have filed with the SEC pursuant to
the Exchange Act. The following documents are incorporated by reference and are
deemed to be a part of this Prospectus:
o Our Annual Report on Form 10-K for the year ended December 31, 2002,
filed with the SEC on March 21, 2003;
o Our Quarterly Report on Form 10-Q for the period ended March 31, 2003,
filed with the SEC on May 8, 2003;
2
o Our Quarterly Report on Form 10-Q for the period ended June 30, 2003,
filed with the SEC on August 8, 2003;
o Our Quarterly Report on Form 10-Q for the period ended September 30,
2003, filed with the SEC on November 14, 2003;
o Our Current Reports on Form 8-K filed with the SEC on April 29, 2003,
June 4, 2003 and December 12, 2003; and
o The description of our Common Shares, contained in our Registration
Statement on Form 8-A filed with the SEC on August 23, 1999, including
any amendment or report filed for the purpose of updating such
description.
All documents that we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated by
reference into this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that it is modified or superseded by a
statement contained in a subsequently filed document which also is incorporated
by reference into this Prospectus. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide free of charge to each person to whom a copy
of this Prospectus has been delivered, upon the oral or written request of such
person, a copy of the documents that have been or may be incorporated by
reference into this Prospectus (other than exhibits to such documents, unless
the exhibit is specifically incorporated by reference to such documents).
Requests should be directed to:
John M. Modin
Senior Vice President and Chief Financial Officer
PXRE Group Ltd.
Swan Building
26 Victoria Street
Hamilton, Bermuda
(441) 296-5858
GENERAL INFORMATION
The Company provides reinsurance products and services to a worldwide
marketplace through subsidiary operations in the United States, Europe, Bermuda
and Barbados. The primary focus is providing property catastrophe reinsurance
and retrocessional coverage to a worldwide group of clients. The Company's
executive offices are located at Swan Building, 26 Victoria Street, Hamilton HM
12, Bermuda and its telephone number is (441) 296-5858.
3
SELLING SHAREHOLDERS
This Prospectus relates to Common Shares that the selling shareholders
have acquired or will acquire under the 2002 Plan, the 1992 Plan, the ESPP
and/or the Bonus Plan. Each of the selling shareholders is a director or
executive officer of the Company. The Shares to which this Prospectus relates
may be "control securities" within the meaning of General Instruction C to Form
S-8. Neither the statements in this Prospectus or in the related Registration
Statement, nor the delivery of this Prospectus in connection with the
disposition of Shares by any of the selling shareholders, will be an admission
by the Company or any of the selling shareholders that the selling shareholder
is in a control relationship with the Company.
The table attached as Annex A sets forth, with respect to the selling
shareholders and based on the information available to us as of the date
thereof, the name and position of each selling shareholder, the number of Common
Shares owned, the number of Shares available for resale under this Prospectus,
and the number and percent of our outstanding Common Shares that will be owned
after giving effect to this offering. We do not know whether any of the selling
shareholders will sell any or all of the Shares offered by this Prospectus. The
inclusion of Shares in the table in Annex A does not constitute a commitment to
sell any Shares by any of the selling shareholders named therein.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any
of the Shares by the selling shareholders.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the selling shareholders or
by their respective pledgees, donees, transferees, or other successors in
interest. Such sales may be made on the New York Stock Exchange, otherwise on
the over-the-counter market, on one or more securities exchanges, or otherwise
at prices and at terms then prevailing, at prices related to the then-current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following methods, without limitation:
o Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o A block trade in which the broker-dealer so engaged will attempt to
sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o Purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus;
4
o An exchange distribution in accordance with the rules of such exchange;
and
o Face-to-face transactions between sellers and purchasers with or
without a broker-dealer.
In effecting sales of the Shares, broker-dealers engaged by the selling
shareholders may arrange for the participation of other broker-dealers.
Broker-dealers may receive compensation in the form of underwriting discounts,
concessions, or commissions from the selling shareholders in amounts to be
negotiated immediately prior to the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
Once the Company has been notified by a selling shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, exchange or secondary distribution, or a purchase
by a broker-dealer, a supplement to this Prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing: the participating
broker-dealer(s); the number of Shares involved; the price at which such Shares
were sold; the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; that such broker-dealer(s) did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus (as supplemented); and other facts material to the
transaction.
In addition to any sales of Shares under this Prospectus, the selling
shareholders may, at the same time, sell any Common Shares owned by them,
including Shares covered by this Prospectus, pursuant to Rule 144 under the
Securities Act.
There is no assurance that the selling shareholders will sell any or
all of the Shares offered hereby.
The Company will pay all expenses incident to the offering and sale of
the Shares pursuant to this Prospectus other than commissions and discounts of
underwriters, dealers, or agents.
EXPERTS
The consolidated financial statements and financial statement schedules
of PXRE Group Ltd. as of December 31, 2002 and 2001, and for the years then
ended, have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The audit reports covering the December 31, 2001 consolidated
financial statements refer to the adoption of the provisions of FAS 133
"Accounting for Derivative Instruments and Hedging Activities," during 2001.
5
ANNEX A
SELLING SHAREHOLDERS
The following table sets forth, as of February 9, 2004, the name of
each selling shareholder, the nature of any position, office, or other material
relationship which the selling shareholder has had within the past three years
with the Company and its affiliates, the number of Common Shares owned by the
selling shareholder prior to the offering described in the Prospectus, the
number of Shares that may be offered and sold for the selling shareholder's
account pursuant to this Prospectus, and the amount and percentage of Common
Shares to be owned by the selling shareholder after completion of the offering:
--------------------------- --------------------- -------------------- ------------------------------------------------
Name and Position Common Shares Owned Shares to be Sold Common Shares to be Owned After This Offering
Before This in This Offering Assuming All Shares being offered under this
Offering(1) Prospectus were sold
--------------------------- --------------------- -------------------- --------------------- --------------------------
Number of Shares Percent of Outstanding(4)
--------------------------- --------------------- -------------------- --------------------- --------------------------
Gerald L. Radke, 462,658 455,658(2) 7,000 *
Chairman
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Jeffrey L. Radke, 206,685 8,299(3) 198,386 1.46%
President and Chief
Executive Officer
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Bruce J. Byrnes, 67,365 7,022(3) 60,343 *
General Counsel and
Secretary PXRE Corporation
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John M. Modin, 14,089 4,352(3) 9,737 *
Senior Vice President and
Chief Financial Officer
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Michael J. Bleisnick, 190,906 7,447(3) 183,459 1.35%
Executive Vice President
- London Market Operations
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Gordon Forsyth, III, 298,974 297,974(2) 1,000 *
Executive Vice President
and Chief Underwriter
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Guy D. Hengesbaugh, 23,658 7,447(3) 16,211 *
President PXRE Group
Reinsurance Limited,
Executive Vice President
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* Represents less than 1%.
(1) This number includes shares of Common Shares owned directly by the selling
shareholder, and Common Shares underlying outstanding options that are
exercisable within 60 days of this Registration Statement.
(2) Represents all Common Shares granted as restricted shares and options under
the 2002 Plan and the 1992 Plan, Common Shares granted under the ESPP and Common
Shares granted under the Bonus Plan.
(3) Represents Common Shares granted as restricted shares under the 2002 Plan.
(4) Percentage based on 13,632,170 shares of Common Shares outstanding as of
February 2, 2004.
The selling shareholder named above may be deemed to be an "affiliate"
of the Company, as that term is defined under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to Rule 428 and Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted pursuant to Rule 428 and Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference and are deemed to be a
part of this Registration Statement:
o Our Annual Report on Form 10-K for the year ended December 31,
2002, filed with the SEC on March 21, 2003;
o Our Quarterly Report on Form 10-Q for the period ended March 31,
2003, filed with the SEC on May 8, 2003;
o Our Quarterly Report on Form 10-Q for the period ended June 30,
2003, filed with the SEC on August 8, 2003;
o Our Quarterly Report on Form 10-Q for the period ended September
30, 2003, filed with the SEC on November 14, 2003;
o Our Current Reports on Form 8-K filed with the SEC on April 29,
2003, June 4, 2003 and December 12, 2003; and
o The description of our Common Shares contained in our Registration
Statement on Form 8-A filed with the SEC on August 23, 1999,
including any amendment or report filed for the purpose of
updating such description.
All documents that we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents.
II-1
Any statement contained herein or in a document incorporated by
reference into this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that it is modified or superseded by a
statement contained in a subsequently filed document which also is incorporated
by reference into this Prospectus. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Under Bermuda law and our bye-laws, we may indemnify our directors,
officers or any other person appointed to a committee of the board of directors
(and their respective heirs, executors or administrators) to the full extent
permitted by law against all actions, costs, charges, liabilities, loss, damage
or expense incurred or sustained by such person by reason of any act done,
concurred in or omitted in the conduct of our business or in the discharge of
his/her duties; provided that such indemnification shall not extend to any
matter in which any of such persons is found, in a final judgement or decree not
subject to appeal, to have committed fraud or dishonesty.
We maintain officer and director liability insurance insuring such
persons against liabilities incurred in the discharge of their duties and also
insuring us against its indemnification obligations.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit Description
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4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451)
is incorporated herein by reference).
II-2
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's Registration Statement on
Form S-4 dated August 18, 1999 (Registration No. 333-85451) is incorporated herein by
reference).
4.3 Form of Specimen Common Share certificate, par value $1.00 per share, of the Registrant
(Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) is incorporated herein by reference).
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of PriceWaterhouseCoopers.
24 Powers of Attorney (included on signature page of this Registration Statement).
II-3
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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 this 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 this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this 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 by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) 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.
(3) 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.
(b) 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.
(c) 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 SEC 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.
II-4
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 Hamilton, Bermuda on the 10th day of February, 2004.
PXRE Group Ltd.
By: /s/ Jeffrey L. Radke
-----------------------------------------
Jeffrey L. Radke
President and Chief Executive Officer
Know all persons by these presents, each person whose signature appears
below constitutes and appoints Jeffrey Radke, John Modin and Guy Hengesbaugh and
each of them, either of whom may act without the joinder of the other as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any and all other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and any
registration statements filed pursuant to General Instruction E to Form S-8 of
this Registration Statement and any and all amendments thereto (including
post-effective amendments) and all documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following individuals in the
capacities and on the date or dates indicated.
/s/ Gerald L. Radke Chairman of the Board February 10, 2004
----------------------
Gerald L. Radke
/s/ Jeffrey L. Radke President and Chief Executive February 10, 2004
---------------------- Officer (Principal Executive
Jeffrey L. Radke Officer)
II-5
/s/ John M. Modin Senior Vice-President and Chief February 10, 2004
--------------------- Financial Officer (Principal
John M. Modin Financial Officer and Principal
Accounting Officer)
/s/ Robert W. Fiondella Director February 10, 2004
-------------------------
Robert W. Fiondella
/s/ F. Sedgwick Browne Director February 10, 2004
-------------------------
F. Sedgwick Browne
/s/ Franklin D. Haftl Director February 10, 2004
-------------------------
Franklin D. Haftl
/s/ Wendy Luscombe Director February 10, 2004
-------------------------
Wendy Luscombe
/s/ Philip R. McLoughlin Director February 10, 2004
-------------------------
Philip R. McLoughlin
/s/ Bradley E. Cooper Director February 10, 2004
-------------------------
Bradley E. Cooper
/s/ Susan S. Fleming Director February 10, 2004
-------------------------
Susan S. Fleming
/s/ Craig A. Huff Director February 10, 2004
-------------------------
Craig A. Huff
/s/ Robert Stavis Director February 10, 2004
-------------------------
Robert Stavis
II-6
Exhibit Description
------- -----------
4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999 (Registration No. 333-85451)
is incorporated herein by reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's Registration Statement on
Form S-4 dated August 18, 1999 (Registration No. 333-85451) is incorporated herein by
reference).
4.3 Form of Specimen Common Share certificate, par value $1.00 per share, of the Registrant
(Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) is incorporated herein by reference).
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of PriceWaterhouseCoopers.
24 Powers of Attorney (included on the signature page of this Registration Statement).