SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 9
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.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
G6852T-105
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(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.: 011-41-43-285-2162
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 2003
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(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.
[ ]
(Continued on following pages)
(Page 1 of 3 pages)
*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
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CUSIP No. G6852T-105 Page 2 of 3 Pages
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1 NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Reinsurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | X |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
NUMBER OF
96,000
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
8,515,969
OWNED BY -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
96,000
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
8,515,969
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,611,969
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
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CUSIP No. G6852T-105 Page 3 of 3 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SwissRe Capital
Management (Bermuda) Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | X |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
8,515,969
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,515,969
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,611,969
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
This Amendment No. 9 amends and supplements the Schedule 13D, dated as
of June 13, 1997, as amended, filed with respect to the common shares, par value
$1.00 per share (the "Common Stock"), of PartnerRe Ltd., a Bermuda company (the
"Company").
Item 3 . Source and Amount of Funds or Other Consideration.
Item 3 of the 13D is hereby amended and supplemented by adding the
following paragraph at the end thereof:
On April 29, 2003, Swiss Reinsurance Company ("Swiss Re") transferred
96,000 options to SwissRe Capital Management Bermuda Ltd. ("Capital Management")
and Capital Management provided notice to the Company to exercise such 96,000
options and 677,873 Class B warrants. Pursuant to such exercise, Capital
Management will acquire 773,873 shares of Common Stock. The price for exercising
such options and warrants will be paid in shares of Common Stock. The exercise
price of the options is 61,790 shares of Common Stock and the exercise price of
the warrants is 209,448 shares of Common Stock. The exercise will be settled by
delivery of such shares. Following settlement of such exercise, Capital
Management will own 8,340,731 shares of Common Stock.
Item 4. Purpose of the Transaction.
Item 4 of the 13D is hereby amended and supplemented by adding the
following paragraphs before the final paragraph thereof:
By letter dated April 29, 2003, Swiss Reinsurance Company ("SwissRe")
and SwissRe Capital Management (Bermuda) Ltd. ("Capital Management") requested
the Company to effect a registration with the U.S. Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to with respect to all common shares of the Company, par
value $1.00 (the "Shares"), owned by the SwissRe Parties. Following the
settlement of exercise of warrants and options by Capital Management, the
SwissRe Parties will own 8,340,731 Shares. Such registration is requested so
that the Shares may be sold in such transactions (including, but not limited to,
through block trades, transactions pursuant to Rule 144 promulgated under the
Securities Act or underwritten offerings) and at such times that the reporting
persons (or any affiliates thereof) deem appropriate.
Subject to market conditions, SwissRe and Capital Management may engage
in one or more transactions (including, but not limited to, block trades,
transactions under Rule 144 promulgated under the Securities Act or underwritten
offerings) with respect to some or all of the Shares from time to time. SwissRe
and Capital Management may, subject to market conditions, dispose of their
entire position in the Company shortly after such registration statement is
declared effective.
Given the positive outlook for the reinsurance market, SwissRe believes
it can best capitalize on these opportunities by allocating its capacity
directly to its reinsurance business. The request for SEC registration is also
in line with SwissRe's strategy to reduce its equity exposure.
A copy of the letter is filed herewith as Exhibit 99.3 and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a)
Item 5(a) is hereby amended and supplemented by adding the following language at
the end thereof.
Following the exercise of options and warrants on a cashless basis, as
described in Item 3, the reporting persons will be deemed to beneficially own
8,340,731 shares of Common Stock owned by Capital Management or 15.9% of the
outstanding Common Stock of the Company.
(b)
Item 5(b) is hereby amended and supplemented by adding the following language at
the end thereof.
Following the exercise of options and warrants on a cashless basis, as
described in Item 3, the reporting persons shall have the shared power to vote
and to dispose of 8,340,731 shares of Common Stock, or 15.9% of the outstanding
Common Stock of the Company.
(c)
Item 5(c) is hereby amended and supplemented by adding the following language at
the end thereof.
On April 29, 2003, Swiss Reinsurance Company ("Swiss Re") transferred
96,000 options to SwissRe Capital Management Bermuda Ltd. ("Capital Management")
and Capital Management provided notice to the Company to exercise such 96,000
options and 677,873 Class B warrants. Pursuant to such exercise, Capital
Management will acquire 773,873 shares of Common Stock. The price for exercising
such options and warrants will be paid in shares of Common Stock. The exercise
price of the options is 61,790 shares of Common Stock and the exercise price of
the warrants is 209,448 shares of Common Stock. The exercise will be settled by
delivery of such shares. Following settlement of such exercise, Capital
Management will own 8,340,731 shares of Common Stock.
(d) - (e) Inapplicable.
Item 7. Material to be Filed as Exhibits.
99.3 Letter, dated April 29, 2003, from Swiss Reinsurance Company and
SwissRe Capital Management (Bermuda) Ltd. to PartnerRe Ltd.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each person set forth below certifies that the information set forth in this
statement is true, complete and correct.
Dated as of: April 29, 2003
SWISS REINSURANCE COMPANY SWISS REINSURANCE COMPANY
By: /s/ Andre Pfanner By: /s/ Flavia Diethelm
____________________________ ______________________________
Name: Andre Pfanner Name: Flavia Diethelm
Title: Member of Senior Management Title: Member of Senior Management
SWISSRE CAPITAL MANAGEMENT SWISSRE CAPITAL MANAGEMENT
(BERMUDA) LTD. (BERMUDA) LTD.
By: /s/ Stefan Schroeder By: /s/ Thomas Coffey
____________________________ ______________________________
Name: Stefan Schroeder Name: Thomas Coffey
Title: CEO Title: Vice President
Exhibit 99.3
Swiss Reinsurance Company SwissRe Capital Management (Bermuda) Ltd.
50/60 Mythenquai Mintflower Place
CH-8022 Zurich, 8 Par-la-Ville Road
Switzerland Hamilton HM GX, Bermuda
April 29, 2003
PartnerRe Ltd.
Belvedere Building
69 Pitt's Bay Road
Hamilton, Pembroke Parish
Bermuda
Re: Request for Registration
Ladies and Gentlemen:
Reference is made to the Subscription Agreement, dated August 24, 1993,
between Swiss Reinsurance Company ("Swiss Re") and PartnerRe Ltd. (the
"Company") and the Registration Rights Agreement, dated July 10, 1997, between
SwissRe and the Company.
SwissRe and SwissRe Capital Management (Bermuda) Ltd. ("Capital
Management" and, together with SwissRe, the "SwissRe Parties") hereby request
that the Company effect a registration with the U.S. Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to with respect to all common shares of the Company, par value
$1.00 (the "Shares"), owned by the SwissRe Parties. Following the settlement of
exercise of warrants and options by Capital Management, the SwissRe Parties will
own 8,340,731 Shares. Such registration is requested so that the Shares may be
sold in such transactions (including, but not limited to, through block trades,
transactions pursuant to Rule 144 promulgated under the Securities Act or
underwritten offerings) and at such times that the SwissRe Parties (or any
affiliates thereof) deem appropriate.
Very truly yours,
SWISS REINSURANCE COMPANY
By: /s/ Andre Pfanner
____________________________________
Name: Andre Pfanner
Title: Member of Senior Management
By: /s/ Flavia Diethelm
____________________________________
Name: Flavia Diethelm
Title: Member of Senior Management
SWISSRE CAPITAL MANAGEMENT (BERMUDA) LTD.
By: /s/ Stefan Schroeder
____________________________________
Name: Stefan Schroeder
Title: CEO
By: /s/ Thomas Coffey
____________________________________
Name: Thomas Coffey
Title: Vice President