SCHEDULE 13D
Under the Securities Exchange Act of 1934
Zurich Reinsurance Centre Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
98 9822101
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(CUSIP Number)
Michael S. Paquette
Vice President and Controller
Fund American Enterprises Holdings, Inc.
The 1820 House,
Main Street,
Norwich, Vermont 05055-0850
(802) 649-3633
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 31, 1995
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with this statement X .
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(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto re-porting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
CUSIP NO. 98 9822101
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises Holdings, Inc.
94-2708455
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(2) Check the Appropriate Box if a Member (a) _______________________
of a Group (See Instructions)
(b) _______________________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions) OO (See Item 3.)
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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 Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned -----------------
by Each Reporting 302,572
Person With (8) Shared Voting Power
-------------------
2,000,000
(9) Sole Dispositive Power
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302,572
(10) Shared Dispositive Power
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2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,302,572
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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)
Approximately 8.8%
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(14) Type of Reporting Person (See Instructions) HC, CO
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CUSIP NO. 98 9822101
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Fund American Enterprises, Inc.
51-0328932
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(2) Check the Appropriate Box if a Member (a) _______________________
of a Group (See Instructions)
(b) _______________________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions) OO (See Item 3.)
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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 Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned ----------------------
by Each Reporting
Person With (8) Shared Voting Power
----------------------
2,000,000
(9) Sole Dispositive Power
----------------------
(10) Shared Dispositive Power
------------------------
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
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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)
Approximately 7.7%
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(14) Type of Reporting Person (See Instructions) CO
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to Common Stock ("Shares") of Zurich
Reinsurance Centre Holdings, Inc., a Delaware corporation ("ZRC"). The address
of the principal executive office of ZRC is One Chase Manhattan Plaza, 43rd
Floor, New York, New York 10005.
Item 2. Identity and Background.
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(a), (b), (c) and (f). This statement on Schedule 13D is filed by Fund
American Enterprises Holdings, Inc., a Delaware corporation ("FAEH"). FAEH is a
financial services holding company principally engaged, through its main
operating subsidiary, Source One Mortgage Services Corporation and its
subsidiaries ("Source One"), in the business of mortgage banking. Source One is
a wholly owned subsidiary of Fund American Enterprises, Inc. ("FAE"), which in
turn is a wholly owned subsidiary of FAEH. FAEH also owns a portfolio of
investment securities. The principle business and office address of FAEH (and
FAE) is The 1820 House, Main Street, Norwich, Vermont 05055-0850.
The name, business address, present principle occupation or employment (and
the name, principle business and address of any corporation or other
organization in which such employment is conducted) and citizenship of each
director and executive officer of FAEH and FAE is set forth on Schedule I,
attached hereto, and incorporated herein by reference.
(d) and (e). Neither FAEH, FAE and to the best knowledge of FAEH and FAE,
any of the persons listed on Schedule I, attached hereto, during the last five
years has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgement, 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.
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Item 3. Source and Amount of Funds or Other Consideration.
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White River Corporation ("WRC") transferred 2,000,000 Shares to FAE at
$29.500. Of the total $59.0 million in proceeds, $45.0 million were used by WRC
in satisfaction of indebtedness due to FAE. The remaining $14.0 million in
proceeds were paid to WRC from FAE's general corporate funds. WRC was formerly a
wholly owned subsidiary of FAEH.
Item 4. Purpose of Transaction.
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FAEH and FAE are holding the Shares for investment purposes and have no
present plans or proposals which relate to , or would result in, any of the
actions described in Item 4(a) through 4(j).
Item 5. Interest in Securities of the Issuer.
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(a) FAEH owns 302,572 Shares directly and 2,000,000 Shares indirectly
through FAE. The aggregate number of Shares and the corresponding percentage of
the outstanding Shares such number represents is as follows:
Percentage of
Shares Shares
Beneficially Beneficially
Person Owned Owned
------ ------------ -------------
FAEH 2,302,572 8.8%
FAE 2,000,000 7.7%
Neither Mr. Arthur Zankel, a director of FAEH, nor First Manhattan Co., a
partnership in which Mr. Zankel is a general partner, directly own any Shares.
No general partners in First Manhattan Co. directly own any Shares. Limited
partners in First Manhattan Co. directly own 2,600 Shares. No relatives of
partners (general or limited) in First Manhattan Co. directly own any Shares.
Mr. Zankel has non-specific discretionary authority over 1,500 Shares owned by
First Manhattan Co.'s clients. Other personnel of First Manhattan (not including
Mr. Zankel) have specific discretionary authority over 600 Shares owned by First
Manhattan Co.'s clients.
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Other than as set forth above, only the following persons named on Schedule I,
attached hereto, beneficially own any Shares.
Percentage of
Shares Shares
Person on Beneficially Beneficially
Schedule I Owned Owned
----------- ------------- --------------
John J. Byrne * 161,268 0.6%
George J. Gillespie, III 20,000 less than 0.1%
Gordon S. Macklin 20,000 less than 0.1%
* Also a Director of ZRC
(b) FAEH has sole voting power and dispositive power with respect to
302,572 Shares and shares voting power and dispositive power with respect to
2,000,000 Shares with FAE. The persons on Schedule I, attached hereto, listed
above have sole voting power and dispositive power with respect to Shares
individually owned by them respectively.
(c) Schedule II, attached hereto and incorporated herein by
reference, describes all transactions by FAEH and FAE or to the best knowledge
of FAEH and FAE, any of the persons listed on Schedule I, attached hereto, in
Shares effected during the past 60 days.
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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These Shares, which are unregistered, have certain registration rights
as stated in the Subscription and Stockholders' Agreement, see Exhibit A.
Other than as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or, to the best knowledge of FAEH or FAE, between any of the persons
named in Item 2 and any other persons with respect to Shares of ZRC.
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Item 7. Material to be Filed as Exhibits.
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Exhibit A. Subscription and Stockholders' Agreement (incorporated
herein by reference to Exhibit A. of FAEH's Schedule 13D
relating to Common Stock of Zurich Reinsurance Centre
Holdings, Inc. filed with the Securities and Exchange
Commission on May 18, 1993 as amended by Amendment No. 1
on December 22, 1993.)
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 8, 1995
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
BY:
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Name: Michael S. Paquette
Title: Vice President and
Controller
FUND AMERICAN ENTERPRISES, INC.
BY:
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Name: Terry L. Baxter
Title: President and Secretary
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SCHEDULE I TO SCHEDULE 13D
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Following is a list of the directors and executive officers of Fund
American Enterprises Holdings, Inc. ("FAEH"), and Fund American Enterprises,
Inc. ("FAE") setting forth the business address and present principal occupation
or employment (and the name, principal business and address of any corporation
or organization in which such employment is conducted) of each such person.
Each such person is a citizen of the United States of America.
Present
Name and Principal Occupation
Business Address Office or Employment
---------------- ------ --------------------
FAEH
Dennis P. Beaulieu Corporate Secretary Corporate Secretary
Fund American Enterprises of FAEH of FAEH
Holdings, Inc.
The 1820 House, Main Street
Norwich VT 05055-0850
John J. Byrne Chairman of the Board, Chairman of the Board,
Fund American Enterprises President & Chief President & Chief
Holdings, Inc. Executive Officer of Executive Officer of
The 1820 House, Main Street FAEH, Chairman of the FAEH
Norwich VT 05055-0850 Board of FAE
Howard L. Clark Director Retired
200 Park Avenue, Suite 4501 of FAEH
New York NY 10166
Howard L. Clark, Jr. Director Vice Chairman of Lehman
Lehman Brothers Holdings Inc. of FAEH Brothers Holdings Inc.
American Express Tower
New York NY 10128
Robert P. Cochran Director President & Chief
Financial Security Assurance of FAEH Executive Officer of
Holdings Ltd. Financial Security Assurance
350 Park Avenue Holdings Ltd.
New York NY 10022
George J. Gillespie, III Director Partner in Cravath,
Cravath, Swaine & Moore of FAEH Swaine & Moore
825 Eighth Avenue
New York NY 10019
K. Thomas Kemp Executive Vice President Executive Vice President
Fund American Enterprises of FAEH, Director of of FAEH
Holdings, Inc. FAEH and FAE
The 1820 House, Main Street
Norwich VT 05055-0850
Gordon S. Macklin Director Chairman of White River
8212 Burning Tree Road of FAEH Corporation
Bethesda MD 20817
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SCHEDULE I TO SCHEDULE 13D (cont.)
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Present
Name and Principal Occupation
Business Address Office or Employment
---------------- ------- -----------------------
FAEH
Michael S. Paquette Vice President & Vice President &
Fund American Enterprises Controller of FAEH, Controller of FAEH
Holdings, Inc. Director of FAE
The 1820 House, Main Street
Norwich VT 05055-0850
Allan L. Waters Senior Vice President & Senior Vice President &
Fund American Enterprises Chief Financial Officer Chief Financial Officer
Holdings, Inc. of FAEH, Director of of FAEH
The 1820 House, Main Street FAE
Norwich VT 05055-0850
Arthur Zankel Director Co-Managing Partner
First Manhattan Co. of FAEH First Manhattan Co.
437 Madison Ave.
New York NY 10022
FAE
Terry L. Baxter President & Secretary of FAE, President & Secretary of FAE
Fund American Enterprises, Inc. Director of FAE
The 1820 House, Main Street
Norwich VT 05055-0850
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SCHEDULE II TO SCHEDULE 13D
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Purchases and sales of Shares of Common Stock of Zurich Reinsurance Centre
Holdings, Inc. by the Reporting Persons and by persons listed in Schedule I,
attached hereto, within the last 60 days.
Purchased by Date Number Purchased Unit Price
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FAE 8/31/95 2,000,000 $ 29.50
Sold by Date Number Sold Unit Price
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K. Thomas Kemp 8/16/95 1,000 $ 28.75
K. Thomas Kemp 8/18/95 1,000 $29.625
K. Thomas Kemp 8/23/95 1,000 $ 29.75
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