SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
PXRE Group Ltd.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
G73018106
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(CUSIP Number)
Robert P. Myron
Vice President
Select Reinsurance Ltd.
Victoria Hall
11 Victoria Street, 3rd Floor
Hamilton, HM 11 Bermuda
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2001
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box /X/
(Continued on following pages)
(Page 1 of 8 Pages)
CUSIP NO.: G73018106 SCHEDULE 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Select Reinsurance, Ltd. 98-0189774
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
NUMBER OF 1,112,200*
SHARES --------------------------------------------------
ENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
1,112,200*
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,200*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32%
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14 TYPE OF REPORTING PERSON
CO
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* Voting and dispositive power is exercised through Select Reinsurance, Ltd's
sole investment advisor Mariner Investment Group, Inc. Accordingly, Select
Reinsurance, Ltd. may be deemed to share voting and dispositive power.
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(Page 2 of 8 Pages)
CUSIP NO.: G73018106 SCHEDULE 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mariner Investment Group, Inc. 13-3698301
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
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NUMBER OF 1,112,200*
SHARES 8 ----------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 ----------------------------------------------
PERSON SOLE DISPOSITIVE POWER
1,112,200*
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,200*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32%
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14 TYPE OF REPORTING PERSON
CO
* Voting and dispositive power is exercised solely in its capacity as investment
advisor of Select Reinsurance, Ltd. Accordingly, Mariner Investment Group, Inc.
may be deemed to share voting and dispositive power. Mr. William Michaelcheck is
a 100% shareholder of Mariner Investment Group, Inc. and Chairman of the Board
of Directors of Select Reinsurance, Ltd.
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(Page 3 of 8 Pages)
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $1.00 per share (the
"Common Stock") of PXRE Group Ltd. (the "Company"). The Company's principal
executive offices are located at 99 Front Street, Hamilton HM 12, Bermuda. The
Company's mailing address is 12 Church Street, Suite 231, Hamilton HM 11,
Bermuda.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This statement is being filed by Select Reinsurance, Ltd.
("Select Re") and Mariner Investment Group, Inc. ("Mariner"). Select Re's
principal executive offices are located at Victoria Hall, 11 Victoria Street,
3rd Floor, Hamilton, HM 11 Bermuda. Select Re is an exempted insurance company
organized under the laws of Bermuda in order to provide reinsurance with respect
to catastrophic coverages such as property catastrophe, marine, aviation and
satellite risks, and also writes other insurance and reinsurance risks.
Mariner's principal executive offices are located at 780 3rd Avenue, 16th Floor,
New York, NY 10017. Mariner manages hedge funds and funds of hedge funds and
provides investment management services for a limited number of clients.
The names, business addresses and principal occupation or employment (and
the name, principal business and address of any corporation or other
organization in which such employment is conducted) of each of the persons
specified by Instruction C of Schedule 13D are set forth on Schedule I.
(d) - (e) Neither Select Re, Mariner, nor to the knowledge of Select Re
and Mariner, any of the persons specified in Schedule I has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has been 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.
(f) The citizenship of each of the persons specified by Instruction C of
the Schedule 13D is set forth on the attached Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No funds were required in connection with the matters described in Item 4
below.
ITEM 4. PURPOSE OF THE TRANSACTION
The shares of Common Stock covered by this Schedule 13D were acquired for
investment purposes on October 8, 1999 and in connection therewith Select Re
filed a Schedule 13G with the Securities and Exchange Commission pursuant to
Rule 13d-1(c).
On November 6, 2001, the Company publicly announced that it had hired
Lazard Freres & Co. to assist it in the evaluation of various capital
raising alternatives. On November 15, 2001, Select Re's Board of Directors
authorized Select Re's management to evaluate the advisability of a
business combination with the Company as a possible capital raising
alternative. On that same day, members of Select Re's Board of Directors
and management contacted the Company about a possible business combination
that would result in an extraordinary corporate transaction. Select Re and
the Company engaged in various discussions and negotiations regarding a
possible transaction. However, due to time parameters established by the
Company, Select Re determined that it could not reach an agreement with the
Company on the price and other terms within such time parameters.
Accordingly, on November 20, 2001, Select Re notified the Company that it
would no longer pursue any possible transaction with the Company and the
reporting persons are no longer holding securities with the purpose or
effect of changing or influencing control of the Company. The reporting
persons therefore are contemporaneously filing a statement on Schedule 13G
in accordance with Rule 13d-1(h).
(Page 4 of 8 Pages)
The reporting persons have no current plan or proposal which relates to or
would result in any of the matters referred to in Items (a) through (j) of Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Select Re has sole voting and dispositive power with respect to
1,112,200 shares of Common Stock, representing approximately 9.32% of the shares
of Common Stock outstanding as of November 12, 2001. However, Select Re
exercises voting and dispositive power through its investment advisor Mariner
and, therefore, may be deemed to share voting and dispositive power with respect
to its 1,112,200 share of Common Stock with Mariner.
(c) None of Select Re, Mariner or, to Select Re's and Mariner's knowledge,
any of the persons named on the attached Schedule I has effected any
transactions in shares of Common Stock in the past 60 days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To Select Re's and Mariner's knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
Select Re and Mariner and the Company or any other person with respect to
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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99.1 Joint filing agreement, dated November 26, 2001,
by and between Select Reinsurance Ltd. and Mariner
Investment Group, Inc.
(Page 5 of 8 Pages)
SCHEDULE I
Information Concerning Executive Officers and
Directors of Select Re
The current executive officers and directors of Select Re are listed below.
Select Re's principal executive offices are located at Victoria Hall, 11
Victoria Street, 3rd Floor, Hamilton, HM 11 Bermuda. Unless otherwise indicated,
the business address listed for each individual not principally employed by
Select Re is also the address of the corporation or other organization which
principally employs that individual.
CORPORATE OFFICERS
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NAME PRESENT POSITION WITH SELECT RE CITIZENSHIP
William J. Michaelcheck Director and Chairman United States
Brant L. Kizer Vice President United States
Cindy Miller Treasurer and Secretary United States
Robert P. Myron Vice President United States
and Bermuda
DIRECTORS
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NAME POSITION/PRESENT PRINCIPAL PRINCIPAL BUSINESS CITIZENSHIP
OCCUPATION OR EMPLOYMENT ADDRESS
William J. Director and Chairman Victoria Hall, Il Victoria United States
Michaelcheck Street, 3rd Floor,
Hamilton, HM 11 Bermuda
Michael Egan Managing Member of Carruth 780 3rd Avenue, 16th Floor United States
Management LLC New York, NY 10017
Glenn Fuhrman Founding Principal of MSD 780 3rd Avenue, 16th Floor United States
Capital, L.P. New York, NY 10017
Morton N. Lane President of Lane Financial LLC 321 Melrose Avenue, United States
Kenilworth, IL 60043
Christopher B. Mailman United States
Willard M. Overlock Retired 780 3rd Avneue, 16th Floor United States
Jeffrey L. Radke President of PXRE Reinsurance New York, NY 10017 United States
Ltd. and Executive Vice President HM 12, Bermuda
of PXRE Group Ltd.
Gerald L. Radke President, Chief Executive 99 Front Street, Hamilton United States
Officer and Chairman of the Board HM 12, Bermuda
of Director of PXRE Group Ltd.
Mark O. Winkelman Retired 780 3rd Avnenue, 16th Floor Holland
New York, NY 10017
(Page 6 of 8 Pages)
Information Concerning Executive Officers and
Directors of Mariner
The current executive officers and directors of Mariner are listed
below. Mariner's principal executive offices are located at 780 3rd Avenue, 16th
Floor, New York, NY 10017. Unless otherwise indicated, the business address
listed for each individual not principally employed by Mariner is also the
address of the corporation or other organization which principally employs that
individual.
CORPORATE OFFICERS AND DIRECTORS
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NAME PRESENT POSITION WITH MARINER CITIZENSHIP
William J. Michaelcheck President and Chairman of the Board United States
Sarah Wohlenhaus Secretary United States
Charles Howe Treasurer United States
(Page 7 of 8 Pages)
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.
SELECT REINSURANCE, LTD.
By: /s/ Robert P. Myron
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Name: Robert P. Myron
Title: Vice President
MARINER INVESTMENT GROUP, INC.
By: /s/ William Michaelcheck
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Name: William Michaelcheck
Title: Chairman
Dated: November 26, 2001
(Page 8 of 8 Pages)