-----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, UOc2iy/s2WWUa6UkI3VHBtrQRLTDNyLBaRVqztKNafOQ2SKPU/8+7voGiYW+uWxD zA7Rh2iomd0Kti+/HGx0qQ== 0000902561-01-500367.txt : 20020425 0000902561-01-500367.hdr.sgml : 20020425 ACCESSION NUMBER: 0000902561-01-500367 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011126 DATE AS OF CHANGE: 20011205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PXRE GROUP LTD CENTRAL INDEX KEY: 0001091748 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 980214719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57013 FILM NUMBER: 1799343 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 12 CHURCH STREET MAILTON HM CX CITY: BERMUDA STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412965858 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 12 CHURCH STREET HAMILTON HM CX CITY: BERMUDA STATE: D0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SELECT REINSURANCE LTD CENTRAL INDEX KEY: 0001036518 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CORNER HOUSE STREET 2: 20 PARLIAMENT ST 4TH FL HAMILTON CITY: HM 12 BERMUDA STATE: D0 BUSINESS PHONE: 4412968453 MAIL ADDRESS: STREET 1: CORNER HOUSE STREET 2: 20 PARLIAMENT ST 4TH FL HAMILTON CITY: HM12 BERMUDA SC 13D 1 sch13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) PXRE Group Ltd. - - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - - -------------------------------------------------------------------------------- (Title of Class of Securities) G73018106 - - -------------------------------------------------------------------------------- (CUSIP Number) Robert P. Myron Vice President Select Reinsurance Ltd. Victoria Hall 11 Victoria Street, 3rd Floor Hamilton, HM 11 Bermuda - - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 2001 - - -------------------------------------------------------------------------------- (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 - - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - - -------------------------------------------------------------------------------- 3 SEC USE ONLY - - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - - -------------------------------------------------------------------------------- 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* -------------------------------------------------- 10 SHARED DISPOSITIVE POWER None ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,112,200* - - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.32% - - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - - -------------------------------------------------------------------------------- * 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. - - -------------------------------------------------------------------------------- (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 - - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - - -------------------------------------------------------------------------------- 3 SEC USE ONLY - - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ---------------------------------------------- NUMBER OF 1,112,200* SHARES 8 ---------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY EACH None REPORTING 9 ---------------------------------------------- PERSON SOLE DISPOSITIVE POWER 1,112,200* ---------------------------------------------- 10 SHARED DISPOSITIVE POWER None ---------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,112,200* - - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.32% - - -------------------------------------------------------------------------------- 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. - - -------------------------------------------------------------------------------- (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 - - ---------- ------------------------ 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 ------------------ 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 ---------- 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 -------------------------------- 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 ----------------------------------------------- Name: Robert P. Myron Title: Vice President MARINER INVESTMENT GROUP, INC. By: /s/ William Michaelcheck --------------------------------------------- Name: William Michaelcheck Title: Chairman Dated: November 26, 2001 (Page 8 of 8 Pages) EX-99.1 3 exhi991.txt Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree to jointly prepare and file with the Securities and Exchange Commission a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of PXRE Group Ltd. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. SELECT REINSURANCE, LTD. By: /s/ Robert P. Myron ----------------------------------------------- Name: Robert P. Myron Title: Vice President MARINER INVESTMENT GROUP, INC. By: /s/ William Michaelcheck --------------------------------------------- Name: William Michaelcheck Title: Chairman Dated: November 26, 2001 (Page 1 of 9 Pages) -----END PRIVACY-ENHANCED MESSAGE-----