SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 8
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)
November 14, 2002
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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.
*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 4 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 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
European Reinsurance Company of Zurich
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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
0
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0%
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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 4 of 4 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 ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
8,515,969
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,515,969
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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)
16.1%
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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. 8 to Schedule 13D amends the Schedule 13D, dated
as of June 13, 1997, as amended by Amendment No. 1, dated July 16, 1997,
Amendment No. 2, dated September 10, 1997, Amendment No. 3, dated November 20,
1997, Amendment No. 4, dated January 26, 2000, Amendment No. 5, dated
September 21, 2001, Amendment No. 6, dated December 26, 2001 and Amendment No.
7, dated November 1, 2002 (collectively, the "13D"), filed with respect to the
shares of common stock, par value $1.00 per share (the "Common Stock") of
PartnerRe Ltd., a Bermuda company (the "Company").
Item 2. Identity and Background
Item 2 of the 13D is hereby amended and restated in its entirety as
follows:
"This statement is filed by Swiss Reinsurance Company, a Swiss
company ("Swiss Re"), and its wholly owned subsidiary, SwissRe Capital
Management (Bermuda) Ltd. (collectively, the "Reporting Persons").
The principal business of Swiss Re and its subsidiaries (the
"Swiss Re Group") is engaging in reinsurance and related activities throughout
the world. The reinsurance companies in the Swiss Re Group transact almost all
lines of reinsurance. There is no control person of Swiss Re.
The address of the principal business and the principal
office of Swiss Re is 50/60 Mythenquai, CH-8022 Zurich, Switzerland. The name,
business address, present principal occupation or employment and citizenship
of each director and executive officer of Swiss Re is set forth on Schedule A
hereto ("Schedule A"), which is incorporated herein by reference.
The address of the principal business and the principal
office of SwissRe Capital Management (Bermuda) Ltd. is Mintflower Place, 8
Par-la-Ville Road, Hamilton HM GX, Bermuda. The name, business address,
present principal occupation or employment and citizenship of each director
and executive officer of SwissRe Capital Management (Bermuda) Ltd. is set
forth on Schedule C hereto ("Schedule C"), which is incorporated herein by
reference."
Schedule B to the 13D is hereby deleted in its entirety.
Item 3. Source and Amount of Funds or Other Consideration
The third paragraph of Item 3 of the 13D is hereby amended and
restated in its entirety as follows:
"Swiss Re owns options ("Options") to acquire 96,000 shares of Common
Stock which were initially granted by the Company to directors of the Company
who are or were at the time also executives of Swiss Re. In accordance with
the terms of such executives' employment with Swiss Re, such Options and
shares were transferred to Swiss Re. No purchase price was paid in connection
with Swiss Re's acquisition of the Options."
Item 3 of the 13D is hereby further amended and supplemented by
adding the following paragraph to the end thereof:
"On November 14, 2002, pursuant to a stock purchase agreement with
the Company, dated as of November 1, 2002, SwissRe Capital Management
(Bermuda) Ltd. ("Capital Management") and European Reinsurance Company of
Zurich ("European Re") sold 5,458,228 and 541,772 shares of Common Stock,
respectively, to the Company for a price of $46.3995 per share or an aggregate
purchase price of $278,397,000. A copy of the Stock Purchase Agreement was
filed as Exhibit 99.1 to the 13D."
Item 4. Purpose of the Transaction.
Item 4 of the 13D is hereby amended and supplemented by adding the
following paragraph before the final paragraph thereof:
"On November 14, 2002, pursuant to a stock purchase agreement with
the Company, dated as of November 1, 2002, Capital Management and European Re
sold 5,458,228 and 541,772 shares of Common Stock, respectively, to the
Company for a price of $46.3995 per share or an aggregate purchase price of
$278,397,000. A copy of the Stock Purchase Agreement was filed as Exhibit 99.1
to the 13D."
Item 5. Interest in Securities of the Issuer.
Item 5 of the 13D is hereby amended and restated in its entirety as
follows:
"(a) As of November 14, 2002, Swiss Re owned Options exercisable for
96,000 shares of Common Stock.
As of November 14, 2002, Capital Management owned (i)
7,838,096 shares of Common Stock and (ii) Class B Warrants exercisable for
677,873 shares of Common Stock.
As of November 14, 2002, European Re no longer owned shares
of Common Stock.
As of November 14, 2002, Swiss Re may be deemed to
beneficially own (i) the 7,838,096 shares of Common Stock owned by Capital
Management and (ii) the Class B Warrants, owned by Capital Management,
exercisable for 677,873 shares of Common Stock (collectively, the
"Securities"). Such Securities, together with the Options owned by Swiss Re
and exercisable for 96,000 shares of Common Stock, may be exercised for and/or
represent 8,611,969 shares of Common Stock, or 16.2% of the outstanding Common
Stock of the Company.
(b) As of November 14, 2002, Swiss Re has the sole power to
vote and dispose of 96,000 shares of Common Stock purchasable pursuant to
Options, or 0.2% of the outstanding Common Stock of the Company.
Swiss Re and Capital Management have the shared power to
vote and to dispose of 7,838,096 shares of Common Stock and Class B Warrants
exercisable for 677,873 shares of Common Stock, or 16.1% of the outstanding
Common Stock of the Company.
European Re does not own or have power to vote shares of
Common Stock of the Company.
The Reporting Persons may be deemed to be a "group" pursuant
to Rule 13d-5(b)(1), and thus may be deemed to beneficially own 8,611,969
shares of Common Stock on an as-converted basis, or 16.2% of the outstanding
Common Stock of the Company.
(c) On December 18, 2001, Swiss Re contributed, as surplus,
6,728,369 shares of Common Stock, and sold, for an aggregate purchase price of
$109,883,570, 2,214,948 shares of Common Stock, to Capital Management
On November 14, 2002, pursuant to a stock purchase agreement with the
Company, dated as of November 1, 2002, Capital Management and European Re sold
5,458,228 and 541,772 shares of Common Stock, respectively, to the Company for
a price of $46.3995 per share or an aggregate purchase price of $278,397,000.
A copy of the Stock Purchase Agreement was filed as Exhibit 99.1 to the 13D.
Except as reported in Item 3 or this Item 5, none of the Reporting
Persons has effected any transactions in Common Stock during the past 60
days."
(d) - (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships With
Respect to Securities of the Issuer
The third paragraph of Item 3 of the 13D is hereby amended and
restated in its entirety as follows:
"In accordance with the terms of their employment with Swiss Re,
various executives of Swiss Re who are also directors of the Company
(currently Walter B. Kielholz) are required to transfer to Swiss Re any
securities of the Company received as compensation in connection with their
services as directors of the Company. Currently, 96,000 unexercised Options
are beneficially owned."
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: November 18, 2002
Swiss Reinsurance Company Swiss Reinsurance Company
/s/ Markus U. Diethelm /s/ Andre Pfanner
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Name: Markus U. Diethelm Name: Andre Pfanner
Title: Member of Senior Title: Member of Senior
Management Management
European Reinsurance Company of Zurich European Reinsurance Company of Zurich
/s/ Herbert G. Buff /s/ Oskar Kalin
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Name: Herbert G. Buff Name: Oskar Kalin
Title: Member of Senior Title: Member of Senior
Management Management
SwissRe Capital Management (Bermuda) Ltd. SwissRe Capital Management (Bermuda) Ltd.
/s/ Stefan Schroeder /s/ Thomas V. Coffey
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Name: Stefan Schroeder Name: Thomas V. Coffey
Title: Chief Executive Officer Title: Member of Management