UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) November 3, 2004
Everest Re Group, Ltd.
(Exact
name of registrant as specified in its charter)
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| Bermuda |
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1-15731 |
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Not Applicable |
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| (State or other jurisdiction |
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(Commission |
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(IRS Employer |
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| of incorporation) |
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File Number) |
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Identification No.) |
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| c/o ABG Financial & Management Services, Inc. |
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| Parker House, Wildey Road |
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| St. Michael, Barbados |
Not Applicable |
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| (Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number,
including area code 246-228-7398
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant
under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 REGULATION FD
DISCLOSURE
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On
November 3, 2004, the Executive Committee of the registrant’s board of directors took
action to clarify the application to certain types of passive investors of the share
transfer restrictions and share repurchase rights contained in the registrant’s
Bye-laws. |
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The
following Bye-law provisions have been in place since the registrant’s common shares
were first issued to the public in connection with the corporate restructuring of Everest
Reinsurance Holdings, Inc.: |
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1.
The registrant’s board of directors may decline to register any transfer
of common shares if it has reason to believe that the transfer would result in: |
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o any
person that is not an investment company beneficially owning more than 5.0% of any class
of the registrant's issued and outstanding share capital,
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o any
person holding controlled shares in excess of 9.9% of any class of the registrant's
issued and outstanding share capital or
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o
any adverse tax, regulatory or legal consequences to the registrant, any of its subsidiaries
or any of its shareholders. |
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2.
If the board of directors has reason to believe that: |
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any
person that is not an investment company beneficially owns more than 5.0% of any class of
the registrant's issued and outstanding share capital, |
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any person holds controlled shares in excess of 9.9% of any class of the registrant's issued
and outstanding share capital or |
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share ownership by any person may result in adverse tax, regulatory or legal consequences to
the registrant, any of its subsidiaries or any other shareholder, |
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then
the registrant will have the option, but not the obligation, to redeem or purchase all or
any part of the common shares so held to the extent the board of directors determines it
is necessary or advisable to avoid or cure any adverse or potential adverse consequences.
The price to be paid for any common shares redeemed or purchased will be the fair market
value of those shares, defined as the average of the high and low sale prices of the
common shares on the NYSE for the last 15 trading days immediately preceding the day on
which the registrant sends a notice of redemption or purchase to the shareholder. |
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On
November 3, 2004, the Executive Committee of the registrant’s board of directors
passed resolutions that will apply the foregoing Bye-law provisions in such manner that
“passive investors” will be treated similarly to investment companies. For this
purpose, “passive investors” include all persons who are eligible, pursuant to
Rule 13d-1(b)(1) under the U.S. Securities Exchange Act of 1934, to file a short-form
statement on Schedule 13G, but excluding any insurance company or any parent holding
company or control person of an insurance company. |
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Questions
regarding the registrant’s Bye-laws or the Executive Committee resolutions discussed
above may be directed to Joseph A. Gervasi, Senior Vice President and General Counsel of
the registrant, c/o Everest Global Services, Inc., 477 Martinsville Road, P.O. Box 830,
Liberty Corner, New Jersey 07938-0830; Telephone 908-604-3000. |
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In accordance
with general instruction B.2 of Form 8-K, the information in this report, including
exhibits, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject
to the liability of that section. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EVEREST RE GROUP, LTD. |
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By: /s/ STEPHEN L. LIMAURO |
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Stephen L. Limauro |
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Executive Vice President and |
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Chief Financial Officer |
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Dated: November 5, 2004