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General Re Corp – ‘8-A12G/A’ on 8/3/98

As of:  Monday, 8/3/98   ·   Accession #:  898822-98-752   ·   File #:  1-08026

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/03/98  General Re Corp                   8-A12G/A               2:16K                                    Wachtell Lipton… Katz/FA

Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    8-A/A                                                  5     12K 
 2: EX-4        Amendment to Rights Agreement                          5     21K 


8-A12G/A   —   8-A/A
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"General Re
2Item 1. Amendment to Description of Registrant's Securities to be Registered:
3Item 2. Exhibits
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-A/A AMENDMENT TO A REGISTRATION STATEMENT ON FORM 8-A Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GENERAL RE CORPORATION ---------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-8026 06-1026471 ------------------ ---------------- ---------------- (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification of Incorporation) No.) 695 EAST MAIN STREET, STAMFORD, CONNECTICUT 06904-2351 -------------------------------------------------- -------------- (Address of Principal Executive Offices) (Zip Code) (203) 328-5000 (Registrant's telephone number, including area code) ------------------------------------------------------------------
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INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Amendment to Description of Registrant's Securities to be Registered: ----------------------------------------------------------------------- On September 11, 1991, the board of directors of General Re Corporation ("General Re") approved the Rights Agreement, dated as of September 11, 1991 (the "Rights Agreement"), between General Re and The Bank of New York, as rights agent. General Re and American Stock Transfer & Trust Company, the successor rights agent (the "Rights Agent"), entered into the first amendment to the Rights Agreement (the "Amendment") as of June 19, 1998. The Amendment provides that the execution and delivery by General Re and Berkshire Hathaway, Inc., a Delaware corporation ("Berkshire") of the Agreement and Plan of Reorganization, dated as of June 19, 1998 (the "Merger Agreement") and the Stock Option Agreement, dated as of June 19, 1998 (the "Option Agreement"), and the consummation of the transactions contemplated by such agreements, will not cause (i) Berkshire to be deemed an Acquiring Person, (ii) a Stock Acquisition Date to occur pursuant to the Rights Agreement, or (iii) a Triggering Event to occur pursuant to the Rights Agreement. The Amendment also provides that the Rights Agreement will expire immediately prior to the consummation of the transactions contemplated by the Merger Agreement. On September 18, 1991 General Re filed a copy of the Rights Agreement with the Securities and Exchange Commission registering the preferred stock purchase rights issued pursuant to the Rights Agreement (the "Rights") under Section 12(g)of the Act. A copy of the Amendment is filed herewith. A copy of the Rights Agreement and the Amendment is available free of charge from General Re. This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.
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Item 2. Exhibits. -------- 2.1. Amendment, dated as of June 19, 1998, to the Rights Agreement, dated as of September 11, 1991, between General Re and American Stock Transfer & Trust Company, as successor Rights Agent. -2-
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SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. GENERAL RE CORPORATION Dated July 31, 1998 By: /s/ Joseph P. Brandon -------------------------- Name: Joseph P. Brandon Title: Senior Vice President and Chief Financial Officer -3-
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EXHIBIT INDEX Exhibit Description ------- ----------- 2.1 Amendment, dated as of June 19, 1998, to the Rights Agreement, dated as of September 11, 1991, between General Re and American Stock Transfer & Trust Company, as successor Rights Agent.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-A12G/A’ Filing    Date First  Last      Other Filings
8/4/98
Filed on:8/3/98
7/31/984
6/19/98258-K
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Filing Submission 0000898822-98-000752   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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