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): September 20, 2002
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RenaissanceRe Holdings Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 34-0-26512 98-013-8020
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Renaissance House
8-12 East Broadway, Pembroke
Bermuda HM 19
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4513
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
RenaissanceRe Holdings Ltd. ("RenaissanceRe") entered into an Investment
Agreement on September 20, 2002 with Platinum Underwriters Holdings, Ltd.
("Platinum") and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the
Investment Agreement, RenaissanceRe has agreed, subject to satisfaction of
certain conditions, to purchase 3,960,000 of the common shares of Platinum in a
private placement concurrent with the closing of Platinum's announced initial
public offering of its common shares and the closing of St. Paul's investment in
Platinum pursuant to a private placement. RenaissanceRe will purchase Platinum's
common shares at a price per share equal to the initial public offering price,
less the underwriting discount.
The purchase will amount to 9.9% of Platinum's common shares outstanding
following closing, assuming the underwriters' over-allotment option is not
exercised. RenaissanceRe's investment in Platinum is expected to be in the range
of $82 to $100 million. In connection with its investment, RenaissanceRe will
also receive a ten-year option to purchase up to 2,500,000 common shares of
Platinum at a per share price equal to 120% of the initial public offering
price.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
The following exhibits are filed as part of this report:
10.1 Investment Agreement, dated September 20, 2002, by and among
RenaissanceRe, Platinum and St. Paul (incorporated herein by reference to
Exhibit 10.44 of Amendment No. 6 to the Registration Statement on Form S-1
(Registration Statement 333-99019-01) filed by Platinum on September 23, 2002).
99.1 Press Release of RenaissanceRe, issued on September 23, 2002.
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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.
RENAISSANCERE HOLDINGS LTD.
Date: September 24, 2002 By: /s/ Stephen H. Weinstein
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Name: Stephen H. Weinstein
Title: Vice President,
General Counsel and Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Investment Agreement, dated September 20, 2002, by and among
RenaissanceRe, Platinum and St. Paul (incorporated herein by
reference to Exhibit 10.44 of Amendment No. 6 to the
Registration Statement on Form S-1 (Registration Statement
333-99019-01) filed by Platinum on September 23, 2002).
99.1 Press Release of RenaissanceRe, issued on September 23, 2002.