As filed with the Securities and Exchange Commission on December 18, 2002
SECURITIES AND EXCHANGE COMMISSION
Form F-1
Converium Finance S.A.
N/A
Luxembourg
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9999 | Not applicable | ||
(State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
54, boulevard Napoleon, Ier, L-2210 Luxembourg, +352 1 47684 7524
Corcoran H. Byrne, Esq., Senior Vice President and General Counsel, Converium Reinsurance (North America), Inc.
Converium Holding AG
N/A
Switzerland
|
6331 | Not applicable | ||
(State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Baarerstrasse 8, 6300 Zug, Switzerland
Corcoran H. Byrne, Esq., Senior Vice President and General Counsel, Converium Reinsurance (North America), Inc.
Converium AG
N/A
Switzerland
|
6331 | Not applicable | ||
(State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
General Guisan Quai 26, 8002 Zurich, Switzerland
Corcoran H. Byrne, Esq., Senior Vice President and General Counsel, Converium Reinsurance (North America), Inc.
Copies to: | ||||
Gregory B. Astrachan, Esq. Willkie Farr & Gallagher 1 Angel Court London, EC2R 7EP (44) 20 7696 5454 |
Christian Felderer Converium AG General Guisan Quai 26 8022 Zurich Switzerland (41) 1-639-9393 |
Paul Kumleben, Esq. Davis Polk & Wardwell 99 Gresham Street London, EC2V 7NG (44) 20 7418 1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is being filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x 333-101169; 333-101169-01; 333-101169-02
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | Amount of | ||||||
Title of Each Class of | Amount to | Offering Price | Aggregate | Registration | ||||
Securities to be Registered | be Registered(1) | Per Note | Offering Price(1) | Fee | ||||
Guaranteed Subordinated Notes
|
$28,750,000 | 100% | $28,750,000 | $2,645 | ||||
Subordinated Guarantee of Subordinated Notes
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(1) | |||||||
(1) | Pursuant to Rule 457(n), no separate fee for the Subordinated Guarantee is payable. |
In accordance to Rule 462(b) of the Securities and Exchange Commission's rules and regulations under the Securities Act of 1933, as amended, this registration statement incorporates by reference the registrants' registration statement on Form F-1 (Registration No. 333-101169) to which this registration statement relates.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Zurich, Switzerland on December 18, 2002.
CONVERIUM FINANCE SA | |
By: /s/ CHRISTIAN FELDERER | |
|
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Name: Christian Felderer | |
Title: Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Zurich, Switzerland on December 18, 2002.
CONVERIUM HOLDING AG | |
By: /s/ RALF ARNDT |
|
Name: Ralf Arndt | |
Title: Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Zurich, Switzerland on December 18, 2002.
CONVERIUM AG | |
By: /s/ CHRISTIAN FELDERER |
|
Name: Christian Felderer | |
Title: Attorney-in-fact |
EXHIBITS
Exhibit | ||||
Number | Description | |||
1.1 |
Form of Underwriting Agreement.**
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3.1. | 1 |
Articles of Incorporation of Converium Finance
S.A., adopted October 7, 2002.**
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3.1. | 2 |
Articles of Incorporation of Converium AG,
adopted September 28, 2001.**
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3.1. | 3 |
Articles of Incorporation of Converium Holding
AG, adopted November 8, 2001.*
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3.2 |
Bylaws of Converium Holding AG, adopted
November 16, 2001.*
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3.3 |
Bylaws of Converium AG, adopted May 29,
2002.**
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4.1 |
Indenture, dated as of October 20, 1993
between Zurich Reinsurance Centre Holdings, Inc. and The Bank of
New York, as Trustee, relating to $200,000,000 principal amount
of 7 1/8 % Senior Notes due 2023 (and assumed by Converium
Holdings (North America) Inc. pursuant to the Supplement
Indenture included as Exhibit 4.2 hereto).*
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4.2 |
First Supplemental Indenture among Zurich
Reinsurance Centre Holdings, Inc., as Issuer, Converium Holdings
(North America) Inc., as Guarantor, and The Bank of New York, as
Trustee, dated as of November 20, 2001.*
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4.3 |
Form of Indenture between Converium Finance,
S.A., as Issuer, Converium AG and Converium Holding AG as
Guarantors and JPMorgan Chase Bank as Trustee, Calculation Agent
and Paying Agent.**
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4.4 |
Form of the 8.25% Guaranteed
Subordinated Notes Due 2032 (included in Exhibit 4.3
hereto).**
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5.1 |
Opinion of Arendt & Medernach.
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5.2 |
Opinion of Willkie Farr & Gallagher.
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5.3 |
Opinion of Schellenberg Wittmer.
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10.1 |
Master Agreement by and among Zurich Financial
Services and Converium Holding AG, dated December 1, 2001.*
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10.2 |
Stock Purchase Agreement between Zurich
Reinsurance Centre Holdings, Inc. and Converium Holdings (North
America) Inc., dated as of October 1, 2001.*
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10.3 |
Agreement for the Sale and Transfer of Shares in
Zürich Rückversicherung (Köln)
Aktiengesellschaft, dated September 28, 2001.*
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10.4 |
Quota Share Retrocession Agreement between Zurich
Insurance Company (including its Singapore, Labuan and Bermuda
branches) and Converium AG, dated October 1, 2001 (and
effective as of July 1, 2001).*
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10.5 |
Quota Share Retrocession Agreement between Zurich
International (Bermuda) Ltd. and Converium AG, dated
October 1, (and effective as of July 1, 2001).*
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10.6 |
Asset Purchase and Assumption of Liability
Agreement between Zurich Insurance Company and Converium AG,
dated September 28, 2001.*
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10.7 |
Excess of Loss Reinsurance Agreement between
Zurich Insurance Company and Zurich Reinsurance Centre f/k/a
Zurich Reinsurance Company of America, dated as of
February 2, 1993.*
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10.8 |
Stop Loss Reinsurance Agreement between Zurich
Insurance Company and Zurich Reinsurance Centre f/k/a Zurich
Reinsurance Company of America, dated as of March 5, 1993.*
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10.9 |
Aggregate Excess of Loss Agreement between Zurich
Reinsurance (North America), Inc. and Zurich Insurance Company,
dated July 1, 1997.*
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10.10 |
Indemnity Agreement (Unicover) between Zurich
Reinsurance (North America), Inc. and Zurich Insurance Company,
dated as of October 1, 2001.*
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10.11 |
Indemnity Agreement (September 11th
Cessions) between Zurich Reinsurance (North America), Inc. and
Zurich Insurance Company, dated as of October 1, 2001.*
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10.12 |
Indemnity Agreement (September 11th Losses)
between Zürich Rückversicherung (Köln)
Aktiengesellschaft and Zurich Insurance Company, dated as of
October 1, 2001.*
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10.13 |
Partial Commutation Agreement between Zurich
Reinsurance (North America), Inc. and Zurich Insurance Company,
dated as of October 1, 2001.*
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10.14 |
Master Novation and Indemnity Reinsurance
Agreement among Zurich Reinsurance (North America), Inc., Centre
Insurance Company, Centre Solutions (U.S.) Limited and Zurich
Insurance Company, Bermuda Brach, dated as of October 1,
2001.*
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10.15 |
Group Reinsurance Business Master Novation and
Indemnity Reinsurance Agreement by and among Zurich Reinsurance
(North America), Inc., Zurich Insurance Company and Zurich
International (Bermuda) Ltd., dated as of October 1, 2001.*
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Exhibit | ||||
Number | Description | |||
10.16 |
Commutation Agreement (covering the Aggregate
Excess of Loss Reinsurance Agreement effective January 1,
1991 through December 31, 1993) between Zurich Reinsurance
(North America), Inc. and Centre Reinsurance Limited, dated as
of October 1, 2001.*
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10.17 |
Commutation Agreement (covering the Aggregate
Excess of Loss Reinsurance Agreement effective January 1,
1994 through December 31, 1994) between Zurich Reinsurance
(North America), Inc. and Centre Reinsurance International
Company, dated as of October 1, 2001.*
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10.18 |
Commutation Agreement (covering the Aggregate
Excess of Loss Reinsurance Agreement effective January 1,
1995) between Zurich Reinsurance (North America), Inc. and
Centre Reinsurance Limited, dated as of October 1, 2001.*
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10.19 |
Commutation Agreement (covering the Obligatory
Surplus Share Reinsurance Agreement effective October 1,
1995) between Zurich Reinsurance (North America), Inc. and
Centre Reinsurance Limited, dated as of October 1, 2001.*
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10.20 |
Commutation Agreement (covering the Obligatory
Surplus Share Reinsurance Agreement effective November 6,
1992) between Zurich Reinsurance (North America), Inc. and
Centre Reinsurance International Company, dated as of October 1,
2001.*
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10.21 |
Agreement Amending and Terminating Centre
Reinsurance Dublin Affiliated Group Tax Allocation Agreement
among Orange Stone Delaware Holdings Limited Orange Stone
Reinsurance, Centre Reinsurance Holdings (Delaware) Limited,
Centre Reinsurance (U.S.) Limited, Zurich Reinsurance Centre
Holdings, Inc., Zurich Reinsurance (North America), Inc., ZC
Insurance Company, ZC Specialty Insurance Company, Centre Risk
Advisors, Inc., Constellation Reinsurance Company, Centre Re
Services, Inc., Zurich Global Assets LLC, formerly known as BDA/
US Services Limited, ZC Management Corporation, ZC Resource LLC,
ZC Property Management, Inc. and Claims Solutions Group, dated
October 1, 2001.*
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10.22 |
Catastrophe Cover Retrocession Agreement by and
between Converium AG and Zurich Insurance Company, dated
December 1, 2001.*
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10.23 |
Stock Purchase Agreement between Zurich
Reinsurance (North America), Inc. and Centre Strategic
Investments Holdings Limited, dated August 23, 2001.*
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10.24 |
Run-off Services and Management Agreement between
Zurich Insurance Company and Converium AG, dated
December 3, 2001.*
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10.25 |
Tax Sharing and Indemnification Agreement among
Zurich Reinsurance Centre Holdings, Inc., Orange Stone Delaware
Holdings Limited, Converium Holdings (North America) Inc.,
Zurich Reinsurance (North America), Inc. and Zurich Insurance
Company, dated as of October 1, 2001.*
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10.26 |
Tax Sharing and Indemnification Agreement between
Zurich Financial Services, Zurich Insurance Company, Converium
Holding AG and Converium AG dated December 3, 2001.*
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10.27 |
Form of Converium Standard Stock Option Plan for
Non-U.S. Employees.*
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10.28 |
Form of Converium Standard Stock Purchase Plan
for Non-U.S. Employees.*
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10.29 |
Omnibus Share Plan for U.S. Employees.*
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10.30 |
Converium Employee Stock Purchase Plan for U.S.
Subsidiaries.*
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10.31 |
Form of Converium Annual Incentive Deferral Plan.*
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10.32 |
Investment Management Agreement between ZC
Insurance Company and Scudder Kemper Investments, Inc., dated
January 1, 2000.*
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10.33 |
Investment Management Agreement between Zurich
Reinsurance (North America), Inc. and Scudder Kemper
Investments, Inc., dated May 28, 1999.*
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10.34 |
Investment Management Agreement between Zurich
Beteilgungs-Aktiengesellschaft and Zürich
Rückversicherung (Köln) Aktiengesellschaft, dated
November 29, 2000.*
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10.35 |
Lease, between Zurich Insurance Company and
Converium AG, dated August 29, 2001.*
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10.36 |
Sublease Support Agreement among Zurich
Reinsurance (North America), Inc., Global Asset Holdings Limited
and Centre Insurance Company, dated as of October 1, 2001.*
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10.37 |
Sublease between ZC Resource LLC and Zurich
Reinsurance (North America), Inc., dated as of June 20,
2001.*
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12.1 |
Computation of ratio of earnings to fixed
charges.**
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21.1 |
Subsidiaries of the Registrants.**
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23.1 |
Consent of Arendt & Medernach (included as
part of Exhibit 5.1 hereto).
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23.2 |
Consent of Willkie Farr & Gallagher (included
as part of Exhibit 5.2 hereto).
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23.3 |
Consent of Schellenberg Wittmer (included as part
of Exhibit 5.3 hereto).
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Exhibit | ||||
Number | Description | |||
23.4 |
Consent of PricewaterhouseCoopers, independent
accountants.
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24.1 |
Powers of Attorney (included on signature
pages).**
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25.1 |
Form T-1 Statement of Eligibility of Trustee
with respect to the indenture.**
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* | Incorporated by reference to Converium Holding AGs Registration Statement (File No. 333-14106) filed on Form F-1 on December 10, 2001. |
** | Incorporated by reference to Converiums Registration Statement filed on Form F-1 on December 18, 2002 (File No. 333-101169). |