-----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, T9iz6s4oIEt7mc3EJvc8IVZf7KrRK2qRUc+s6lDW31yJMMO35KhBXaceKFa3ZbZR MVMk5B7CuyAO2ITOq1p84w== 0000950172-01-501372.txt : 20020413 0000950172-01-501372.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950172-01-501372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011226 GROUP MEMBERS: EUROPEAN REINSURANCE COMPANY OF ZURICH GROUP MEMBERS: SWISSRE CAPTIAL MANAGEMENT (BERMUDA) LTD. 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: 1822703 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 pa62566.txt SC 13D/A - #6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 6 Under the Securities Exchange Act of 1934 Information to be included in statements filed pursuant to Rule 13D-1(A) and Amendments thereto filed pursuant to Rule 13D-2(A) 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) December 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box . *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). SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. G6852T-105 Page 3 of 13 Pages - ------------------------------------------------------------------------------- 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 (See Instructions) (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------- 5 CHECK 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 88,000 SHARES -------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 14,515,969 OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 88,000 REPORTING -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 14,515,969 WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,603,969 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. G6852T-105 Page 4 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON European Reinsurance Company of Zurich - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |x| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------- 5 CHECK 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 0 SHARES -------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 541,772 OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 541,772 WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 541,772 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. G6852T-105 Page 5 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SwissRe Capital Management (Bermuda) Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC, OO - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 13,974,197 OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 13,974,197 WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,974,197 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------- The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. This Amendment No. 6 ("Amendment No. 6") 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, as amended by Amendment No. 4, dated January 26, 2000, as amended by Amendment No. 5, dated September 21, 2001, 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 96 Pitts Bay Road, Pembroke Parish HM 08, Bermuda. Item 2. Identity and Background This statement is filed by Swiss Reinsurance Company, a Swiss company ("Swiss Re") and its wholly-owned subsidiaries, SwissRe Capital Management (Bermuda) Ltd. and European Reinsurance Company of Zurich (collectively, the "Reporting Persons"). 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. The address of the principal business and the principal office of European Reinsurance Company of Zurich 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 European Reinsurance Company of Zurich is set forth on Schedule B hereto ("Schedule B"), which is incorporated herein by reference. The address of the principal business and the principal office of SwissRe Capital Management (Bermuda) Ltd. is Mintflower Place, 8 Par-la-Ville Road, Hamilton HM GX, Bermuda. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of SwissRe Capital Management (Bermuda) Ltd. is set forth on Schedule C hereto ("Schedule C"), which is incorporated herein by reference. During the past five years, neither any Reporting Person nor any person controlling any Reporting Person nor, to the best of the Reporting Persons' knowledge, any of the persons listed on Schedule A, Schedule B or Schedule C, 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 is $17. 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. In accordance with the terms of such executives' 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; all such Options were subsequently transferred to Swiss Re. Between 1998 and 2000, 44,000 Options were exercised for an aggregate purchase price of $1,025,827 (from internally generated funds). There are now 88,000 unexercised Options beneficially 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). 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 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). SwissRe Capital Management (Bermuda) Ltd. was formed in January 2001. Swiss Re contributed 677,873 Class B Warrants, and caused its subsidiaries to contribute 4,353,007 shares of Common Stock, to SwissRe Capital Management (Bermuda) Ltd. 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 (including commissions). The funds used to purchase such Common Stock were obtained from internally generated funds. On December 18, 2001, Swiss Re contributed, as surplus, 6,728,369 shares of Common Stock to SwissRe Capital Management (Bermuda) Ltd. Also on December 18, 2001, Swiss Re sold 2,214,948 shares of Common Stock to SwissRe Capital Management (Bermuda) Ltd. for an aggregate purchase price of $109,883,570. The funds used to purchase such Common Stock were obtained from a capital contribution from Swiss Re. Item 4. Purpose of the Transaction. All of the securities enumerated in Item 5 (the "Securities") were acquired by the Reporting Persons for investment. The Reporting Persons intend to review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Reporting Persons 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 the Reporting Persons' evaluation and review of the Company, as well as general economic and industry conditions existing at the time, the Reporting Persons 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. Except as set forth above, the Reporting Persons do not have any plans or proposals which would relate to or result in any of the transactions described in subparagraphs (a) through (j) of Item 4 on Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of December 18, 2001, Swiss Re owned Options exercisable for 88,000 shares of Common Stock. As of December 18, 2001, Swiss Re Capital Management (Bermuda) Ltd. owned (i) 13,296,324 shares of Common Stock and (ii) Class B Warrants exercisable for 677,873 shares of Common Stock. As of December 18, 2001, European Reinsurance Company of Zurich owned 541,772 shares of Common Stock. As of December 18, 2001, Swiss Re may be deemed to beneficially own (i) the 13,296,324 shares of Common Stock owned by Swiss Re Capital Management (Bermuda) Ltd., (ii) the Class B Warrants, owned by Swiss Re Capital Management (Bermuda) Ltd., exercisable for 677,873 shares of Common Stock and (iii) the 541,772 shares of Common Stock owned by European Reinsurance Company of Zurich (collectively, the "Securities"). Such Securities, together with the Options owned by Swiss Re and exercisable for 88,000 shares of Common Stock, may be exercised for and/or represent 14,603,969 shares of Common Stock, or 28.7% of the Common Stock of the Company. Except as set forth in Item 5(a) and Schedule D hereto, none of the Reporting Persons nor any other person controlling any of the Reporting Persons, nor, to the best of the Reporting Persons' knowledge, any persons named in Schedule A, Schedule B or Schedule C hereto, owns beneficially any Securities. (b) Swiss Re has the sole power to vote and dispose of 88,000 shares of Common Stock purchasable pursuant to Options, or .2% of the Common Stock of the Company on an as-converted basis. Swiss Re and SwissRe Capital Management (Bermuda) Ltd. have the shared powered to vote and to dispose of 13,296,324 shares of Common Stock and Class B Warrants exercisable for 677,873 shares of Common Stock , or 27.5% of the Common Stock of the Company on an as-converted basis. Swiss Re and European Reinsurance Company of Zurich have the shared power to vote and to dispose of 541,772 shares of Common Stock, or 1.1% of the Common Stock of the Company. Each of the Reporting Persons, as part of a "group" pursuant to Rule 13d-5(b)(1), may be deemed to beneficially own 14,603,969 shares of Common Stock on an as-converted basis, or 28.7% of the Common Stock of the Company. (c) On December 18, 2001, Swiss Re contributed, as surplus, 6,728,369 shares of Common Stock, and sold, for an aggregate purchase price of $109,883,570, 2,214,948 shares of Common Stock, to Swiss Re Capital Management (Bermuda) Ltd. Except as reported in Item 3 or this Item 5, none of the Reporting Persons has effected any transactions in Common Stock during the past 60 days. (d) - (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of 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). 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; all such Options were subsequently transferred to Swiss Re. Currently, 88,000 unexercised Options are beneficially 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 Reporting Persons, 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. The following documents are each incorporated by reference herein: (1) Subscription Agreement (filed as an exhibit to the Original 13D), (2) Form of Class A Warrants (filed as an exhibit to the Original 13D), (3) Form of Class B Warrants (filed as an exhibit to the Original 13D), (4) Stock Purchase Agreement (filed as an exhibit to the Company's Form 8-K dated March 31, 1997) and (5) Standstill Agreement (filed as an exhibit to Amendment No. 1). 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. Dated: December 26, 2001 Swiss Reinsurance Company Swiss Reinsurance Company By: /s/ Markus U. Diethelm By: /s/ Andre Pfanner ------------------------------- ------------------------------- Name: Markus U. Diethelm Name: Andre Pfanner Title: Chief Legal Officer Title: Member of Senior Management European Reinsurance Company of Zurich European Reinsurance Company of Zurich By: /s/ Giuseppe Benelli By: /s/ Fiona Schmid ------------------------------- ------------------------------- Name: Giuseppe Benelli Name: Fiona Schmid Title: Member of the Board Title: General Counsel and of Directors Corporate Secretary SwissRe Capital Management (Bermuda) Ltd. SwissRe Capital Management (Bermuda) Ltd. By: /s/ Juerg Hess By: /s/ Ulrich Ackermann ------------------------------- ------------------------------- Name: Juerg Hess Name: Ulrich Ackermann Title: Vice President Title: Vice President 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 Route de Suisse 322, CH-1298 Celigny, Switzerland Ernesto Jutzi Speerstrasse 23, CH-8832 Wilen/Wollerau, Switzerland 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. Andreas Beerli Citizen of Switzerland and France 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, Asset Management 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 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, Special Projects Citizen of Germany SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF EUROPEAN REINSURANCE COMPANY OF ZURICH The name, business address, title, present principal occupation or employment of each of the directors and executive officers of European Reinsurance Company of Zurich 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 European Reinsurance Company of Zurich. 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 Balz Heyer Chairman of the Board of Directors Giuseppe Benelli Member of the Executive Board Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Bruno Porro Member of the Executive Board Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Erwin Zimmerman Member of the Executive Board Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Citizen of Germany Name and Business Address Present Principal Occupation Including Name and Address of Employer EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS) Hans-Peter Brunner Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Guenter Zank Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Citizen of Germany SCHEDULE C DIRECTORS AND EXECUTIVE OFFICERS OF SWISSRE CAPITAL MANAGEMENT (BERMUDA) LTD. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of SwissRe Capital Management (Bermuda) Ltd. are set forth below. If no business address is given, the director's or officer's business address is Mintflower Place, 8 Par-la-Ville Road, Hamilton HM GX, Bermuda. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to European Reinsurance Company of Zurich. 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 Huegle Seestrasse 7, CH-8802 Kilchberg, Switzerland Giuseppe Benelli Member of the Executive Board Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Stefan Schroeder Chief Executive Officer SwissRe Capital Management (Bermuda) Ltd., Mintflower Place, 8 Par-la-Ville Road, Hamilton, Bermuda Citizen of Germany Helmut Brechot Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Timothy C. Faries Partner, Appleby Spurling & Kempe, Cedar House, Cedar Avenue, Hamilton, Bermuda Citizen of Canada Alan Bossin Partner, Appleby Spurling & Kempe, Cedar House, Cedar Avenue, Hamilton, Bermuda Citizen of Canada EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS) Ulrich Ackermann Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Scott Bradley Vice President SwissRe Capital Management (Bermuda) Ltd., Mintflower Place, 8 Par-la-Ville Road, Hamilton, Bermuda Citizen of the United States Helmut Brechot Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Jurg Hess Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland Bruno H. Letsch Member of Senior Management Swiss Reinsurance Company Mythenquai 50/60, CH-8022 Zurich, Switzerland SCHEDULE D DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS BENEFICIAL OWNERSHIP OF PARTNERRE SECURITIES NAME AFFILIATION NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED Rudolf Kellenberger Executive Officer, 1,000 Swiss Reinsurance Company -----END PRIVACY-ENHANCED MESSAGE-----