-----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, ARbJx84wWooztLEgurU/593Q2+0IQZYDmuzvUzB/5AA3rDu4CSQGK+3ZlCzZvHw7 NTm6apMyzwTA8lLfsM5aaw== 0000893838-02-000025.txt : 20020416 0000893838-02-000025.hdr.sgml : 20020416 ACCESSION NUMBER: 0000893838-02-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020415 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53183 FILM NUMBER: 02611273 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 STATE: MA ZIP: 11111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICUNA ADVISERS LLC CENTRAL INDEX KEY: 0001069634 IRS NUMBER: 134006560 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 vicunaesg13dam6.txt AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* 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) April 15, 2002 (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 | | 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 Vicuna Advisors LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIN: 13-4006560 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| - -------------------------------------------------------------------------------- 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 8 SHARED VOTING POWER EACH 1,082,500 shares ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON ZERO WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,082,500 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,500 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Vicuna Partners LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIN: 13-4006612 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 8 SHARED VOTING POWER EACH 1,082,500 shares ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON ZERO WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,082,500 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,500 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Vicuna Capital I L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIN: 13-4006625 - -------------------------------------------------------------------------------- 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 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 1 share ------------------------------------------------------------ BY 8 SHARED VOTING POWER EACH Zero ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1 share WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER Zero - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1 share - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS WNP Investment Partnership L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIN: 13-4006626 - -------------------------------------------------------------------------------- 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 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 1 share ------------------------------------------------------------ BY 8 SHARED VOTING POWER EACH Zero ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1 share WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER Zero - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1 share - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Vicuna Master US, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIN: 01-0633542 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| - -------------------------------------------------------------------------------- 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 1,082,498 shares ------------------------------------------------------------ BY 8 SHARED VOTING POWER EACH Zero ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,082,498 shares WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER Zero - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,498 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Joshua G. Welch I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 8 SHARED VOTING POWER EACH 1,082,500 shares ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON ZERO WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,082,500 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,500 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 7 This Amendment No. 6 to Statement on Schedule 13D is filed by the Reporting Persons (as defined below) to amend the Statement on Schedule 13D relating to the Common Shares, $1.00 par value (the "Common Stock"), of ESG Re Limited (the "Issuer") filed by the Original Reporting Persons (as defined below) on March 17, 2000, as amended by Amendment No. 1 filed on October 17, 2000, Amendment No. 2 filed on November 30, 2000, Amendment No. 3 filed on October 4, 2001, Amendment No. 4 filed on October 22, 2001 and Amendment No. 5 filed on November 27, 2001. The Statement on Schedule 13D amended the Schedule 13G filed by the Original Reporting Persons on November 22, 1999, as amended by Amendment No. 1 filed on February 14, 2000. This Statement is being filed by each of the following 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"), Joshua G. Welch ("Welch"; and together with Advisors, Partners, Capital and WNP, the "Original Reporting Persons) and Vicuna Master US, L.P., a Delaware limited partnership ("Master"; and together with the Original Reporting Persons, the "Reporting Persons"). Partners is the general partner of Capital, WNP and Master. Advisors is the investment adviser to Capital, WNP and Master. Welch is the Managing Member of Partners and Advisors. The principal business of Master 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 Capital and WNP is to make indirect investments in such securities through its limited partnership interest in Master. The principal business of Partners is to act as general partner of Capital, WNP and Master. The principal business of Advisors is to provide portfolio management services to Capital, WNP, Master and other domestic and foreign investment entities. 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. On April 1, 2002, the Original Reporting Persons consummated a reorganization in which Capital and WNP each contributed all of their shares of Common Stock except for one share and their other securities to Master in exchange for a limited partnership interest in Master. The purpose of this reorganization was to form a master-feeder private investment fund structure for private investment funds advised by Advisors. Master is the master fund and Capital and WNP are feeder funds in this structure. 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 to the original Schedule 13D, 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 to the original Schedule 13D, 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. 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. 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 was working capital of Capital and WNP. The amount of such funds was approximately $6,538,000 for the shares formerly owned by Capital that were contributed to Master and approximately $2,337,000 for the shares formerly owned by WNP that were contributed to Master. 8 ITEM 4. PURPOSE OF TRANSACTION. ---------------------- This Amendment No. 6 to Statement on Schedule 13D amends Item 4 to Statement on Schedule 13D by adding the following information to Item 4. On April 15, 2002, Advisors issued a press release announcing how it and the other Reporting Persons intended to vote on two proposals to be presented at the annual meeting of the Issuer scheduled for May 6, 2002. The text of the press release is attached hereto as Exhibit D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ As of the date hereof, Master is the beneficial owner of 1,082,498 shares of Common Stock, Capital is the beneficial owner of 1 share of Common Stock and WNP is the beneficial owner of 1 share of Common Stock. By virtue of its status as general partner of Capital, WNP and Master, Partners might be deemed to be the beneficial owner of the securities owned by Capital, WNP and Master. By virtue of its status as investment adviser to Capital, WNP and Master, Advisors might be deemed to be the beneficial owner of the securities owned by Capital, WNP and Master. 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, WNP and Master. Advisors, Partners and Welch each disclaims beneficial ownership of the securities owned by Capital, WNP and Master. As of the date hereof, Master is the beneficial owner of 9.1% of the Common Stock, Capital is the beneficial owner of 0.0% of the Common Stock and WNP is the beneficial owner of 0.0% of the Common Stock. The percentages of the outstanding Common Stock reported in this Schedule 13D are calculated on the basis of 11,831,818 shares of Common Stock issued and outstanding on March 15, 2002, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2001. By virtue of its status as general partner of Capital, WNP and Master, Partners might be deemed to share indirectly with Capital, WNP and Master power to dispose or direct the disposition of the securities owned by Capital, WNP and Master. By virtue of its status as investment adviser to Capital, WNP and Master, Advisors might be deemed to share indirectly with Capital, WNP and Master power to dispose or direct the disposition of the securities owned by Capital, WNP and Master. By virtue of his status as Managing Member of Advisors and Partners, Welch might be deemed to share indirectly with Capital, WNP and Master power to dispose or direct the disposition of the securities owned by Capital, WNP and Master. 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 to the original Schedule 13D, in the Common Stock during the 60 days prior to the date of this Amendment No. 6 to Schedule 13D, except for the reorganization described in the introduction to this Schedule 13D and except for the following transactions effected by Capital and WNP:
Transactions by Capital Date Purchase/Sale No. of Shares Price/Share Market 2/22/2002 Purchase 1,800 $2.78 NASDAQ Transactions by WNP Date Purchase/Sale No. of Shares Price/Share Market 2/22/2002 Purchase 700 $2.78 NASDAQ
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person, except that the partners of Capital, WNP and Master have the right to receive dividends from, and proceeds from the sale of, shares of the Common Stock if and when distributed by those partnerships. 9 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. --------------------------------- Exhibit A: Agreement of Joint Filing, dated as of April 15, 2002, among Advisors, Partners, Capital, WNP, Master and Welch. Exhibit B: Letter dated October 19, 2001 from the Reporting Persons' Bermuda counsel to the Issuer's Bermuda counsel. Incorporated by reference to Amendment No. 4 to Schedule 13D. Exhibit C: Shareholder proposal and supporting statement submitted to the Issuer on November 26, 2001. Incorporated by reference to Amendment No. 5 to Schedule 13D. Exhibit D: Press Release issued by Advisors on April 15, 2002. 10 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: April 15, 2002 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 VICUNA MASTER US, 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 EX-99 3 vicunaesg13d6exa.txt EXHIBIT A 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 Amendment No. 6 to the Schedule 13D dated April 15, 2002 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: April 15, 2002 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 VICUNA MASTER US, 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 EX-99 4 vicunaesg13d6exd.txt EXHIBIT D EXHIBIT D --------- Vicuna Advisors LLC Press Release April 15, 2002 Contact: Ken Cooper Managing Member (212) 499-2940 Vicuna To Vote Against ESG Re Limited 2002 Stock Incentive Plan NEW YORK, NY - Vicuna Advisors LLC and its related entities (Vicuna) announced today that it will vote against management proposal #3 on the proxy statement of ESG Re Limited (ESG), filed by ESG with the Securities and Exchange Commission in connection with ESG's annual general meeting of shareholders scheduled for May 6, 2002. This proposal seeks to approve a new stock incentive plan to replace ESG's existing stock option plan, under which "only 294,929 shares remain for grant" (emphasis added). Vicuna believes that, in light of ESG's failure to improve consistently weak operating performance and articulate a plan by which ESG can earn a reasonable return on equity, ESG should not be granting new stock options in addition to options for the 2,315,409 common shares already outstanding as of December 31, 2001. "We believe that the stock options granted to date have been excessive in light of ESG's dismal performance," said Joshua G. Welch, Managing Member of Vicuna, which owns 1,082,500 shares of ESG. ESG had options for 2,315,409 common shares, representing over 19.5% of the 11,831,063 common shares issued and outstanding as of December 31, 2001. Two years ago ESG had options for 1,440,503 common shares outstanding. In addition to option grants, members of management and directors of ESG have been granted 656,400 shares of restricted stock as compensation over the past two years. During this period, according to ESG's public filings, book value per share declined from $15.24 to $8.03. Mr. Welch also said, "We believe that salaries and benefits, combined with options and restricted stock, are already sufficiently generous. If members of management and directors of ESG are excited about ESG's prospects they can acquire shares in the public market at less than 50% of stated book value per share. In addition, management can reallocate outstanding options or work within the existing compensation plans." Vicuna's vote is the result in part of ESG's history of compensation for John C. Head, III, ESG's Chairman and former CEO that, in Vicuna's view, has been excessive. Effective January 1, 2001, Mr. Head entered into a subsequent employment contract to act as CEO on a part-time basis. The compensation payable under this contract included a salary of $650,000 in cash and the granting of 475,000 stock options (amounting to 4% of ESG's common shares outstanding), in addition to other benefits. On January 31, 2001 ESG announced that Mr. Head would resign as CEO in May 2001. Notwithstanding the resignation, Mr. Head retained his stock options. Mr. Head is presently Chairman of the Compensation Committee of the Board of Directors of ESG. Vicuna also announced today that it will vote for proposal #4 on ESG's proxy statement, which is the shareholder proposal submitted by Vicuna requesting that ESG's Board of Directors take the necessary steps to establish a performance-based senior executive compensation system that focuses the five most highly-paid members of management, including ESG's Chairman, on advancing the long-term success of ESG. "We believe that the compensation system to date has failed to track ESG's financial performance, and has rewarded management for miserable results," said Mr. Welch. "Requiring a performance-based compensation system is essential to protect all stockholders' interests." According to ESG's April 1, 2002 proxy statement, $100 invested in the company on January 1, 1998 was worth approximately $24 four years later. The same $100 invested in two benchmarks selected by ESG in its proxy statement appreciated to $133.26 and $115.16, respectively. Vicuna is a New York-based private investment partnership. -----END PRIVACY-ENHANCED MESSAGE-----