0000950142-01-500440.txt : 20011009
0000950142-01-500440.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950142-01-500440
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010921
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SWISS REINSURANCE CO
CENTRAL INDEX KEY: 0000315043
STANDARD INDUSTRIAL CLASSIFICATION: []
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 50/60 MYTHENQUAI
STREET 2: CH-8022
CITY: ZURICH
STATE: V8
ZIP: 00000
BUSINESS PHONE: 0114112852162
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PARTNERRE LTD
CENTRAL INDEX KEY: 0000911421
STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-44059
FILM NUMBER: 1742112
BUSINESS ADDRESS:
STREET 1: 106 PITTS BAY RD
STREET 2: BELVEDERE BLDG
CITY: PEMMBROKE PARISH BER
STATE: D0
ZIP: 00000
BUSINESS PHONE: 8092920888
MAIL ADDRESS:
STREET 1: PARTNERRE LTD
STREET 2: 106 PITTS BAY ROAD BELVEDERE BLDG
CITY: PEMBROKE BERMUDA HM8
STATE: D0
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: PARTNER RE HOLDINGS LTD
DATE OF NAME CHANGE: 19950725
SC 13D/A
1
sc13da5.txt
AMENDMENT NO. 5
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
-----------------------
PARTNERRE LTD.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
G6852T-105
(CUSIP Number)
MARKUS U. DIETHELM
CHIEF LEGAL OFFICER AND MEMBER OF SENIOR MANAGEMENT
SWISS REINSURANCE COMPANY
50/60 MYTHENQUAI
CH-8022 ZURICH, SWITZERLAND
TEL. NO.: 011-41-1-285-2162
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
SEPTEMBER 18, 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 Rule 13d-1(e), 1(f) or 1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(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).
================================================================================
----------------------------- -----------------------------
G6852T-105 PAGE 2 OF 18
----------------------------- -----------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Reinsurance Company
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 14,603,969 shares of Common Stock
SHARES (consisting of 13,838,096 shares of
BENEFICIALLY OWNED Common Stock, 677,873 Class B Warrants
BY EACH REPORTING and 88,000 Options to purchase Common
PERSON Stock)
WITH
------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------
9 SOLE DISPOSITIVE POWER
14,603,969 shares of Common Stock
(consisting of 13,838,096 shares of
Common Stock, 677,873 Class B Warrants
and 88,000 Options to purchase Common
Stock)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,603,969 shares of Common Stock (consisting of 13,838,096
shares of Common Stock, 677,873 Class B Warrants and 88,000
Options to purchase Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
----------------------------- -----------------------------
G6852T-105 PAGE 3 OF 18
----------------------------- -----------------------------
This Amendment No. 5 ("Amendment No. 5") to Schedule 13D amends and
restates in its entirety the Schedule 13D, dated as of June 13, 1997 (the
"Original 13D"), as amended by Amendment No. 1, dated July 16, 1997, as amended
by Amendment No. 2, dated September 10, 1997, as amended by Amendment No. 3,
dated November 20, 1997, and as amended by Amendment No. 4, dated January 26,
2000, filed with respect to the shares of common stock, par value $1.00 per
share (the "Common Stock") of PartnerRe Ltd., a Bermuda company (the "Company").
ITEM 1. SECURITY AND ISSUER.
The security to which this Statement relates is the Common Stock. The
Company's principal executive office is located at 106 Pitts Bay Road, Pembroke
Parish, Bermuda.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this Statement is Swiss Reinsurance
Company, a Swiss company ("Swiss Re").
The principal business of Swiss Re and its subsidiaries (the "Swiss Re
Group") is engaging in reinsurance and related activities throughout the world.
The reinsurance companies in the Swiss Re Group transact almost all lines of
reinsurance. There is no control person of Swiss Re.
The address of the principal business and the principal office of Swiss
Re is 50/60 Mythenquai, CH-8022 Zurich, Switzerland. The name, business address,
present principal occupation or employment and citizenship of each director and
executive officer of Swiss Re is set forth on Schedule A hereto ("Schedule A"),
which is incorporated herein by reference.
----------------------------- -----------------------------
G6852T-105 PAGE 4 OF 18
----------------------------- -----------------------------
During the past five years, neither Swiss Re nor any person controlling
Swiss Re nor, to the best of Swiss Re's knowledge, any of the persons listed on
Schedule A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the initial public offering of the Common Stock and
pursuant to a subscription agreement, dated August 24, 1993 (the "Initial
Subscription Agreement"), between Swiss Re and PartnerRe Holdings, Ltd. (the
predecessor to the Company), Swiss Re purchased 5,277,045 shares of Common Stock
(the "Initial Shares"), 4,353,007 Class A Warrants (the "Initial Class A
Warrants") and 3,389,364 Class B Warrants (the "Class B Warrants"). The
aggregate subscription price for the Initial Shares, the Initial Class A
Warrants and Class B Warrants was $100,000,000. The purchase price was funded
through internally generated funds.
By their terms, 20% of the Class B Warrants were available for vesting
each year since 1994. The vesting conditions, which related to certain
performance criteria, for the 20% of the Class B Warrants available for vesting
in each of November 1994, 1995, 1996 and 1998 were not met and those Class B
Warrants were forfeited. However, the 1997 performance criteria were satisfied
and, in November 1997, a total of 677,873 Class B Warrants held by Swiss Re
vested. The vested Class B Warrants are exercisable through November 2004. The
exercise price of each Class B Warrant was $20 reducing, by $3 on
----------------------------- -----------------------------
G6852T-105 PAGE 5 OF 18
----------------------------- -----------------------------
the fourth anniversary of the date on which any particular Class B Warrant
vests; thus the exercise price of the vested Class B Warrants will be reduced to
$17 in November 2001.
Between 1993 and 1997, options ("Options") to acquire 88,000 shares of
Common Stock, plus 7,772 additional shares of Common Stock (the "Additional
Shares"), were granted to directors of the Company who are or were at the time
also executives of Swiss Re, and in accordance with the terms of their
employment with Swiss Re, such options and shares were transferred to Swiss Re.
Since then, in 1998, 6,000 additional Options were granted to each of two such
directors; in 1999, 8,000 Options were granted to each of two such directors;
and in each of 2000 and 2001, 8,000 Options were granted to one such director.
Between 1998 and 2000, 44,000 Options were exercised, for an aggregate purchase
price of $1,025,827 (from internally generated funds). There currently are
88,000 unexercised Options benefically owned by Swiss Re. No purchase price was
paid in connection with Swiss Re's acquisition of the Options and the Additional
Shares.
Pursuant to a stock purchase agreement, dated as of March 28, 1997 (the
"1997 Stock Purchase Agreement"), between the Company and Swiss Re, the Company
agreed to acquire from Swiss Re outstanding shares of Societe Anonyme Francaise
de Reassurances ("SAFR"). The aggregate purchase price for the SAFR shares paid
by the Company to Swiss Re included cash and the delivery of 6,453,007 shares of
Common Stock. Thus, upon the consummation of these transactions, Swiss Re became
the beneficial owner of an additional 2,100,000 shares of Common Stock plus
4,353,007 shares of Common Stock (which were issued upon exercise of the Initial
Class A Warrants).
Additionally, SwissRe Investments (Bermuda) Ltd., a wholly owned
subsidiary of Swiss Re, purchased directly from the Company 2,000,000 8%
Cumulative Preferred
----------------------------- -----------------------------
G6852T-105 PAGE 6 OF 18
----------------------------- -----------------------------
Shares, par value $1.00 per share, of the Company (the "Preferred Shares").
Holders of the Preferred Shares have no voting rights, except in the limited
circumstance when dividends payable are in arrears six full dividend periods.
The Company used the proceeds of the sale of the Preferred Shares to Swiss Re to
finance a portion of the cash purchase price for the SAFR shares. The Preferred
Shares were bought at a price of $25.00 per share for a total consideration of
$50,000,000.
Pursuant to a subscription agreement dated August 24, 1993 between the
Company and Head Investors, the Company issued to Head Investors shares of
Common Stock and Class A Warrants on November 10, 1993. The cost per share of
Common Stock was deemed to be $18.34 and per Class A Warrant, $1.25. European
Reinsurance Company of Zurich, a subsidiary of Swiss Re and a limited partner in
Head Investors, withdrew as a limited partner and, on August 26, 1997, received,
as a final distribution, 405,398 shares of Common Stock and Class A Warrants to
acquire 204,220 shares of Common Stock from Head Investors (the "Additional
Class A Warrants"). The Additional Class A Warrants were exercised in November
2000, on a cashless basis, for 136,374 shares of Common Stock.
In November 2000, 50,000 shares of Common Stock were acquired by Swiss
Re from a plan for the benefit of employees and retirees of Swiss Re, for an
aggregate purchase price of $1,870,625 (from internally generated funds).
The aggregate amount of funds required by Swiss Re to purchase
1,464,500 shares of Common Stock in September 2001 amounted to $52,478,111.00
(including commissions). The funds used to purchase such Common Stock were
obtained from internally generated funds.
ITEM 4. PURPOSE OF TRANSACTION.
Swiss Re acquired the securities enumerated in Item 5 (the
"Securities") for investment. Swiss Re intends to review from time to time the
Company's business
----------------------------- -----------------------------
G6852T-105 PAGE 7 OF 18
----------------------------- -----------------------------
affairs and financial position. Based on such evaluation and review, as well as
general economic and industry conditions existing at the time, Swiss Re may
consider from time to time various alternative courses of action. Such actions
may include, subject to the Standstill Agreement referred to in Item 6 (so long
as it is applicable), the acquisition of additional Securities through open
market purchases, privately negotiated transactions, a tender or exchange offer
or otherwise.
Alternatively, depending on Swiss Re's evaluation and review of the
Company, as well as general economic and industry conditions existing at the
time, Swiss Re may elect to sell all or a portion of the Securities in the open
market, in privately negotiated transactions, through a public offering or
otherwise.
In November 1999, Swiss Re asked the Company whether the Company would
be willing to grant its consent to Swiss Re's proposing to acquire the
outstanding Common Stock of the Company not owned by Swiss Re. The Company
indicated that it would only engage in discussions if it was in agreement with
the price per share that Swiss Re would consider proposing. Since Swiss Re and
the Company could not agree on such a price, no such consent was granted and no
proposal was made.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof and after giving effect to the
acquisition of 1,464,500 shares, Swiss Re may be deemed to beneficially own an
aggregate of 14,603,969 shares of Common Stock, consisting of 13,838,096 shares
of Common Stock, Class B Warrants to acquire 677,873 shares of Common Stock and
88,000 shares of Common Stock deliverable upon exercise of Options. Based on
calculations made in accordance with Rule 13d-3(d) of the Securities Exchange
Act of 1934 and based on there being 50,163,268 shares of Common Stock
outstanding as of August 6, 2001, as reported in the Company's Form 10-Q for the
quarter ended June 30, 2001, the Securities
----------------------------- -----------------------------
G6852T-105 PAGE 8 OF 18
----------------------------- -----------------------------
represent approximately 28.7% of the shares of Common Stock outstanding. In
addition, Swiss Re beneficially owns 2,000,000 Preferred Shares.
Except as set forth in Item 5(a) and Schedule B hereto,
neither Swiss Re nor any other person controlling Swiss Re nor, to the best of
its knowledge, any persons named in Schedule A hereto, owns beneficially any
Securities.
(b) Swiss Re has the sole power to vote (directly or
indirectly) and to dispose of the Securities.
(c) In the last 60 days, Swiss Re purchased on the dates
and for the aggregate amounts set forth on Schedule C attached hereto and
incorporated by reference herein, shares of Common Stock, which, in the
aggregate, amount to over 1% of the shares of Common Stock outstanding as of
August 6, 2001. All of such purchases were made on the New York Stock Exchange.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER.
Swiss Re and PartnerRe Holdings, Ltd. (the predecessor to the Company)
were parties to the Initial Subscription Agreement with respect to the Initial
Shares, the Initial Class A Warrants and Class B Warrants. A copy of the Initial
Subscription Agreement was filed as Exhibit 1 to the Original 13D and is
incorporated herein by reference. The Initial Class A Warrants, as well as the
Additional Class A Warrants, were exercised. A portion of the Class B Warrants
vested. The vested Class B Warrants are exercisable for a period of seven years
from the date upon which they vest. The terms of the Class B Warrants are set
forth in the form of Class B Warrant (a copy of which was filed as Exhibit 3 to
the Original 13D and is incorporated herein by reference).
----------------------------- -----------------------------
G6852T-105 PAGE 9 OF 18
----------------------------- -----------------------------
In accordance with the terms of their employment with Swiss Re, various
executives of Swiss Re who are also directors of the Company (currently Walter
B. Kielholz) are required to transfer to Swiss Re any securities of the Company
received as compensation in connection with their services as directors of the
Company. In 1993, 20,000 Options were granted to each of two such directors,
between 1994 and 1998, 6,000 Options were granted to each of two such directors;
in 1999, 8,000 Options were granted to each of two such directors; and in each
of 2000 and 2001, 8,000 Options were granted to one such director. Currently,
88,000 unexercised Options are benefically owned; 44,000 such Options were
exercised between 1998 and 2000.
At the closing of the transactions under the 1997 Stock Purchase
Agreement in July 1997, Swiss Re and the Company entered into a standstill
agreement (the "Standstill Agreement") pursuant to which Swiss Re agreed that,
for so long as Swiss Re is a shareholder of the Company and until the seventh
anniversary of the Standstill Agreement, Swiss Re's ownership and voting rights
in the Company are limited to 30%. A copy of the Standstill Agreement was filed
as Exhibit 5 to Amendment No. 1 and is incorporated herein by reference.
Except for the Initial Subscription Agreement, the Class B Warrants,
the 1997 Stock Purchase Agreement, the Standstill Agreement and the terms of
employment of Mr. Kielholz, to the best knowledge of Swiss Re, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the persons enumerated in Item 2, and any other person, with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (ALL INCORPORATED BY REFERENCE).
Exhibit 1 Subscription Agreement
Exhibit 2 Form of Class A Warrants
----------------------------- -----------------------------
G6852T-105 PAGE 10 OF 18
----------------------------- -----------------------------
Exhibit 3 Form of Class B Warrants
Exhibit 4 Stock Purchase Agreement (filed as an
Exhibit to the Company's Form 8-K dated
March 31, 1997 and incorporated by reference
herein)
Exhibit 5 Standstill Agreement
----------------------------- -----------------------------
G6852T-105 PAGE 11 OF 18
----------------------------- -----------------------------
SIGNATURES
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 as of September 21, 2001.
SWISS REINSURANCE COMPANY
By: /s/ Andre Pfanner
---------------------------------------
Name: Andre Pfanner
Title: Member of Senior Management
By: /s/ Herbert G. Buff
---------------------------------------
Name: Herbert G. Buff
Title: Group Compliance Officer
and Member of Senior Management
----------------------------- -----------------------------
G6852T-105 PAGE 12 OF 18
----------------------------- -----------------------------
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF SWISS REINSURANCE COMPANY
The name, business address, title, present principal
occupation or employment of each of the directors and executive officers of
SWISS REINSURANCE COMPANY ("Swiss Re") are set forth below. If no business
address is given, the director's or officer's business address is 50/60
Mythenquai, CH-8022 Zurich, Switzerland. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Swiss Re. Unless
otherwise indicated below, all of the persons listed are citizens of
Switzerland.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME AND ADDRESS OF EMPLOYER
DIRECTORS
---------
Peter Forstmoser Chairman of the Board of Directors
Lukas Muhlemann Deputy Chairman of Swiss Re and Chief Executive
Officer of Credit Suisse Group
Paradeplatz 8
P.O. Box 1
CH-8070 Zurich, Switzerland
Walter B. Kielholz Managing Director and Chief Executive Officer
Thomas W. Bechtler Managing Director
Hesta AG
Seestrasse 21
P.O. Box 1510
CH-8700 Kusnacht, Switzerland
George L. Farr 69 Vineyard Lane
Greenwich, CT 06831
USA
Citizen of United States of America
Rajna Gibson Professor of Financial Economics
Swiss Banking Institute
University of Zurich
Plattenstrasse 14
CH-8032 Zurich, Switzerland
Benedict G.F. Hentsch Partner
Darier Hentsch & Cie
Bankers
rue Saussure 4
P.O. Box 5045
CH-1211 Geneva 11, Switzerland
Ernesto Jutzi Speerstrasse 23
CH-8832 Wilen/Wollerau, Switzerland
----------------------------- -----------------------------
G6852T-105 PAGE 13 OF 18
----------------------------- -----------------------------
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME AND ADDRESS OF EMPLOYER
Jorge Paulo Lemann GP Investimentos
Av. Brig. Faria Lima, 3729, 7o andar
04538-905 Sao Paulo, SP, Brazil
EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)
------------------
Jacques Aigrain Member of the Executive Board and
Head, Financial Services Business Group
55 East 52nd Street
New York, New York 10055 U.S.A.
Citizen of Switzerland and France
Andreas Beerli Member of the Executive Board and Head,
Americas Division of Non-life Business Group
175 King Street
Armonk, New York 10055
U.S.A.
Giuseppe Benelli Member of the Executive Board and Head, Swiss Re
Investors and Chief Investment Officer
John R. Coomber Member of the Executive Board and Head, Swiss Re
Life & Health Business Group
Old Broad Street
London EC2N 1HQ
England
Citizen of United Kingdom
Jacques E. Dubois Member of the Executive Board and Deputy Head,
Swiss Re Life & Health Business Group
969 High Ridge Road
Stamford, Connecticut 06905
U.S.A.
Citizen of the United States of America
John H. Fitzpatrick Member of the Executive Board and Chief
Financial Officer
Citizen of the United States of America
John J. Hendrickson Member of the Executive Board and Head, Capital
Partners
150 California Street
San Francisco, CA 94111
U.S.A.
Citizen of the United States of America
Rudolf Kellenberger Member of the Executive Board and Deputy Chief
Executive Officer
Michel M. Lies Member of the Executive Board and Head, Europe
Division of Non-life Business Group
Citizen of Luxembourg
----------------------------- -----------------------------
G6852T-105 PAGE 14 OF 18
----------------------------- -----------------------------
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING
NAME AND ADDRESS OF EMPLOYER
Stefan Lippe Member of the Executive Board and Head, Swiss Re
Non-life Business Group
Citizen of Germany
Pierre L. Ozendo Member of the Executive Board and Head, Asia
Division of Non-life Business Group
Citizen of the United States of America
Bruno Porro Member of the Executive Board and Chief
Reinsurance and Risk Officer
Yury Zaytsev Member of the Executive Board and Head,
Information Technology Division
Citizen of the United States of America
Erwin K. Zimmerman Member of the Executive Board and Head, Swiss Re
New Markets Division
Citizen of Germany
----------------------------- -----------------------------
G6852T-105 PAGE 15 OF 18
----------------------------- -----------------------------
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS
OF SWISS REINSURANCE COMPANY
BENEFICIAL OWNERSHIP OF PARTNERRE SECURITIES
--------------------------------------------
NUMBER OF
COMMON SHARES
NAME BENEFICIALLY OWNED
---- ------------------
Rudolf Kellenberger 1,000
----------------------------- -----------------------------
G6852T-105 PAGE 16 OF 18
----------------------------- -----------------------------
SCHEDULE C
SWISS REINSURANCE COMPANY
NUMBER OF SHARES PURCHASED PRICE PER SHARE
-------------------------- (EXCLUDING COMMISSION)
----------------------
THE FOLLOWING TRANSACTIONS WERE EFFECTED ON 9/17/01:
200,000 $39.00
1,000 38.70
3,000 38.65
500 38.64
600 38.63
1,400 38.61
7,500 38.60
4,500 38.35
81,500 38.20
70,000 38.10
3,000 37.41
77,000 37.00
6,000 36.90
10,000 36.85
4,000 36.83
30,000 36.82
THE FOLLOWING TRANSACTIONS WERE EFFECTED ON 9/18/01:
3,000 $36.90
700 36.80
2,800 36.75
6,100 36.60
3,000 36.50
3,900 36.48
5,500 36.45
2,400 36.20
2,000 36.15
300 36.10
4,200 36.05
500 36.04
5,600 36.00
10,000 35.19
5,000 35.10
18,900 35.00
1,100 34.95
2,500 34.50
600 34.45
4,900 34.42
1,000 34.41
18,500 34.40
5,000 34.33
5,000 34.30
5,000 34.28
----------------------------- -----------------------------
G6852T-105 PAGE 17 OF 18
----------------------------- -----------------------------
NUMBER OF SHARES PURCHASED PRICE PER SHARE
-------------------------- (EXCLUDING COMMISSION)
----------------------
2,500 34.22
2,500 34.16
5,000 34.15
5,000 34.05
42,500 34.00
124,100 33.95
3,000 33.90
2,000 33.88
9,900 33.87
3,500 33.86
2,500 33.82
2,500 33.80
2,500 33.77
5,000 33.70
57,500 33.50
3,200 33.40
2,500 33.20
1,700 33.10
800 33.05
1,800 33.00
2,500 32.50
THE FOLLOWING TRANSACTIONS WERE EFFECTED ON 9/19/01:
207,100 $35.00
100 34.97
8,500 34.96
5,600 34.95
10,000 34.84
3,000 34.82
60,000 34.80
20,200 34.75
43,100 34.50
800 34.42
17,700 34.40
7,400 34.46
100 34.45
900 34.35
15,000 34.15
43,500 34.00
21,500 33.98
THE FOLLOWING TRANSACTIONS WERE EFFECTED ON 9/20/01:
29,400 $35.00
500 34.99
1,400 34.98
7,500 34.97
500 34.96
1,300 34.94
900 34.92
----------------------------- -----------------------------
G6852T-105 PAGE 18 OF 18
----------------------------- -----------------------------
NUMBER OF SHARES PURCHASED PRICE PER SHARE
-------------------------- (EXCLUDING COMMISSION)
----------------------
2,800 34.90
100 34.85
600 34.82
2,700 34.75
52,300 34.70