-----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, A10Vu7Qiv/peJ9iSy4mrbluFo7wYDQQ7GkP6+hf3aXOxWAm0HWyWanOSf0J9Wr74 xyr69tGoBewrnaWLb5KviQ== 0000893838-00-000083.txt : 20000320 0000893838-00-000083.hdr.sgml : 20000320 ACCESSION NUMBER: 0000893838-00-000083 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESG RE LTD CENTRAL INDEX KEY: 0001049624 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53183 FILM NUMBER: 572803 BUSINESS ADDRESS: STREET 1: SKANDIA INTERNATIONAL HOUSE STREET 2: 16 CHURCH STREET, HAMILTON CITY: BERMUDA STATE: D0 BUSINESS PHONE: 4412952185 MAIL ADDRESS: STREET 1: SKANDIA INTERNATIONAL HOUSE STREET 2: 16 CHURCH STREET CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICUNA ADVISERS LLC CENTRAL INDEX KEY: 0001069634 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134006560 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 230 PARK AVE STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2124992942 MAIL ADDRESS: STREET 1: 230 PARK AVE STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10160 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* ESG Re Limited (Name of Issuer) Common Shares, $1.00 par value (Title of Class of Securities) G31215109 (CUSIP Number) Mr. Kenneth F. Cooper Vicuna Advisors LLC 230 Park Avenue 7th Floor New York, NY 10169 (212) 499-2940 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 2000 (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), 13d-1(f) or 13d-1(g), check the following box |X| NOTE. Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. SEE Rule 13d-7(b) 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 (the "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). - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vicuna Advisors LLC TIN: 13-4006560 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED Zero BY EACH ------------------------------------------------------------ REPORTING SHARED VOTING POWER PERSON 8 WITH 1,322,000 shares ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER Zero ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,322,000 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,322,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vicuna Partners LLC TIN: 13-4006612 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED Zero BY EACH ------------------------------------------------------------ REPORTING SHARED VOTING POWER PERSON 8 WITH 1,322,000 shares ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER Zero ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,322,000 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,322,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vicuna Capital I L.P. TIN: 13-4006625 - -------------------------------------------------------------------------------- 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 ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 979,100 shares EACH REPORTING ------------------------------------------------------------ PERSON 8 SHARED VOTING POWER WITH Zero ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 979,100 shares ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER Zero - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 979,100 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WNP Investment Partnership L.P. TIN: 13-4006626 - -------------------------------------------------------------------------------- 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 ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 342,900 shares EACH REPORTING ------------------------------------------------------------ PERSON 8 SHARED VOTING POWER WITH Zero ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 342,900 shares ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER Zero - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,900 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 Joshua G. Welch - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED Zero BY EACH ------------------------------------------------------------ REPORTING SHARED VOTING POWER PERSON 8 WITH 1,322,000 shares ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER Zero ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,322,000 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,322,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Shares, $1.00 par value (the "Common Stock"), of ESG Re Limited (the "Issuer"). The Issuer's principal executive office is located at 16 Church Street, Hamilton HM II, Bermuda. This Statement on Schedule 13D amends the Statement on Schedule 13G relating to the Common Stock filed by the Reporting Persons (as defined below) on November 22, 1999, as amended by Amendment No. 1 filed on February 14, 2000. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- This Statement is being filed by each of the following persons (the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Vicuna Advisors LLC, a Delaware limited liability company ("Advisors"), Vicuna Partners LLC, a Delaware limited liability company ("Partners"), Vicuna Capital I L.P., a Delaware limited partnership ("Capital"), WNP Investment Partnership, L.P., a Delaware limited partnership ("WNP"), and Joshua G. Welch ("Welch"). Partners is the general partner of Capital and WNP and Advisors is the investment adviser to Capital and WNP. Welch is the Managing Member of Partners and Advisors. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or any other person constitute a "group" for purposes of Section 13(d)(3) of the Exchange or Rule 13d-5 thereunder or that any Reporting Person is the beneficial owner of any securities owned by any other Reporting Person or any other person. Certain information required by this Item 2 concerning the members of Advisors and Partners is set forth on Schedule A attached hereto, which is incorporated herein by reference. The principal business of each of Capital and WNP is to make investments in common and preferred stock and other interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested. The principal business of Partners is to act as general partner of Capital and WNP. The principal business of Advisors is to provide portfolio management services to Capital and WNP. The address of the principal business and principal office of each of the Reporting Persons is c/o Vicuna Advisors LLC, 230 Park Avenue, 7th Floor, New York, New York 10169. During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. Mr. Welch is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The source of funds used to purchase the shares of Common Stock owned by the Reporting Persons (the "Shares") was working capital of Capital and WNP. The amount of such funds was $9,187,993 for the Shares owned by Capital and $3,203,747 for the Shares owned by WNP. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- The Shares were acquired in the ordinary course of business for investment purposes. The Reporting Persons' intention was to review their investment in the Issuer on a continuing basis and, depending upon price and availability of securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, general stock market and economic conditions, tax considerations and other factors deemed relevant, to consider increasing or decreasing the size of their investment in the Issuer. The Reporting Persons have concluded that it is unlikely that the Issuer's management will successfully implement the strategic initiatives necessary to restore the Issuer's profitability and value for all shareholders. Although the Reporting Persons believe that the Issuer's operations are fundamentally sound, the Issuer's current Standard & Poor's rating of BB+ will likely prevent the Issuer from writing a sufficient volume of profitable business to earn its cost of capital over any reasonable time period. Standard & Poor's rates several hundred reinsurance companies, and ESG now carries one of the lowest ratings of any of the companies in this universe. The Reporting Persons are increasingly concerned that management is pursuing a business strategy that is not in the best interests of all the shareholders and that management entrenchment may become an issue, given that insiders now outnumber outsiders on the Board of Directors. In sum, the Reporting Persons believe that the Issuer's current rating and capital structure impair its viability as an independent company, and that the Issuer should be merged into or acquired by another financial institution or group with greater financial and management resources. The Reporting Persons may take a number of actions in order to insure that the Issuer and its Board of Directors take appropriate action to maximize shareholder value. They may communicate and discuss their views with other shareholders of the Issuer and members of the Board. The Reporting Persons may communicate with financial institutions and other third parties concerning such parties' interest in possibly acquiring the Issuer or some or all of its assets. They may retain an investment banker to help them evaluate their options or to solicit interest and/or bids from potential acquirors. In the future, The Reporting Persons may decide to purchase additional shares of the Common Stock, or sell part or all of their current holdings of Common Stock. The Reporting Persons reserve the right to exercise any and all of their respective rights as shareholders of the Issuer in a manner consistent with their equity interests. Except as set forth above, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person listed in Schedule A attached hereto, has any present plans or intentions which relate to or would result in: (i) the acquisition by any person of any additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any other material change in the Issuer's business or corporate structure; (viii) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (xi) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ As of the date hereof, Capital is the beneficial owner 979,100 shares of Common Stock and WNP is the beneficial owner 342,900 shares of Common Stock. By virtue of its status as general partner of Capital and WNP, Partners might be deemed to be the beneficial owner of the securities owned by Capital and WNP. By virtue of its status as investment adviser to Capital and WNP, Advisors might be deemed to be the beneficial owner of the securities owned by Capital and WNP. By virtue of his status as Managing Member of Advisors and Partners, Welch might be deemed to be the beneficial owner of the securities owned by Capital and WNP. Advisors, Partners and Welch each disclaims beneficial ownership of the securities owned by Capital and WNP. As of the date hereof, Capital is the beneficial owner of 8.4% of the Common Stock and WNP is the beneficial owner of 3.0% of the Common Stock. The percentages of the outstanding Common Stock reported in this Schedule 13D are calculated on the basis of 13,228,399 shares of Common Stock issued and outstanding on December 31, 1999, as reported in the Issuer's Form 8-K filed on March 14, 2000. By virtue of its status as general partner of Capital and WNP, Partners might be deemed to share indirectly with Capital and WNP power to vote or direct the vote of the securities owned by Capital and WNP. By virtue of its status as investment adviser to Capital and WNP, Advisors might be deemed to share indirectly with Capital and WNP power to vote or direct the vote of the securities owned by Capital and WNP. By virtue of his status as Managing Member of Advisors and Partners, Welch might be deemed to share indirectly with Capital and WNP power to vote or direct the vote of the securities owned by Capital and WNP. By virtue of its status as general partner of Capital and WNP, Partners might be deemed to share indirectly with Capital and WNP power to dispose or direct the disposition of the securities owned by Capital and WNP. By virtue of its status as investment adviser to Capital and WNP, Advisors might be deemed to share indirectly with Capital and WNP power to dispose or direct the disposition of the securities owned by Capital and WNP. By virtue of his status as Managing Member of Advisors and Partners, Welch might be deemed to share indirectly with Capital and WNP power to dispose or direct the disposition of the securities owned by Capital and WNP. No transactions were effected by the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, in the Common Stock during the 60 days prior to the date of this Schedule 13D, except for the following transactions effected by Capital and WNP:
Transactions by Capital Date Purchase/Sale No. of Shares Price/Share Market 2/04/2000 Purchase 7,400 $6.25 NASDAQ 2/07/2000 Purchase 2,200 $6.125 NASDAQ 2/08/2000 Purchase 18,500 $6.25 NASDAQ 2/10/2000 Purchase 37,000 $6.25 NASDAQ 2/11/2000 Purchase 53,300 $6.04 NASDAQ 2/14/2000 Purchase 23,700 $6.00 NASDAQ
Transactions by WNP Date Purchase/Sale No. of Shares Price/Share Market 2/04/2000 Purchase 2,600 $6.25 NASDAQ 2/07/2000 Purchase 800 $6.125 NASDAQ 2/08/2000 Purchase 6,500 $6.25 NASDAQ 2/10/2000 Purchase 13,000 $6.25 NASDAQ 2/11/2000 Purchase 18,700 $6.04 NASDAQ 2/14/2000 Purchase 8,300 $6.00 NASDAQ
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER. --------------------------- Not applicable. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. --------------------------------- Exhibit A: Agreement of Joint Filing, dated as of March 17, 2000, among Advisors, Partners, Capital, WNP and Welch. 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. Date: March 17, 2000 VICUNA ADVISORS LLC By: /s/ Joshua G. Welch ------------------------------------ Joshua G. Welch Managing Member VICUNA PARTNERS LLC By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member VICUNA CAPITAL I, L.P. By: Vicuna Partners LLC, General Partner By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member WNP Investment Partnership, L.P. By: Vicuna Partners LLC, General Partner By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member /s/ Joshua G. Welch ------------------------------- Joshua G. Welch SCHEDULE A ---------- The following table sets forth the names, addresses and principal occupations of the members of Advisors. Each such person is a citizen of the United States.
- --------------------------------------------------------------------------------------- NAME ADDRESS PRINCIPAL OCCUPATION ---- ------- -------------------- - --------------------------------------------------------------------------------------- Joshua G. Welch 230 Park Avenue Managing Member 7th Floor Vicuna Advisors LLC New York, New York 10169 - --------------------- ---------------------------------- ------------------------------ Kenneth F. Cooper 230 Park Avenue Managing Member 7th Floor Vicuna Advisors LLC New York, New York 10169 - --------------------- ---------------------------------- ------------------------------ Richard B. Sachs 245 Park Avenue Senior Managing Director New York, New York 10167 Bear Stearns & Co. Inc. - --------------------- ---------------------------------- ------------------------------
The following table sets forth the names, addresses and principal occupations of the members of Partners. Each such person is a citizen of the United States.
- --------------------------------------------------------------------------------------- NAME ADDRESS PRINCIPAL OCCUPATION ---- ------- -------------------- - --------------------------------------------------------------------------------------- Joshua G. Welch 230 Park Avenue Managing Member 7th Floor Vicuna Advisors LLC New York, New York 10169 - --------------------- --------------------------------- ------------------------------- Kenneth F. Cooper 230 Park Avenue Managing Member 7th Floor Vicuna Advisors LLC New York, New York 10169 - --------------------- --------------------------------- ------------------------------- Richard B. Sachs 245 Park Avenue Senior Managing Director New York, New York 10167 Bear Stearns & Co. Inc. - --------------------- --------------------------------- -------------------------------
EXHIBIT A AGREEMENT RE JOINT FILING OF SCHEDULE 13D ------------ In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D dated March 17, 2000 relating to the Common Shares, $1.00 par value, of ESG Re Limited as the same may be amended from time to time hereafter, is being filed with the Securities and Exchange Commission on behalf of each of them. Dated: March 17, 2000 VICUNA ADVISORS LLC By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member VICUNA PARTNERS LLC By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member VICUNA CAPITAL I, L.P. By: Vicuna Partners LLC, General Partner By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member WNP Investment Partnership, L.P. By: Vicuna Partners LLC, General Partner By: /s/ Joshua G. Welch ------------------------------------- Joshua G. Welch Managing Member /s/ Joshua G. Welch ------------------------------- Joshua G. Welch -----END PRIVACY-ENHANCED MESSAGE-----