UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
August 27, 2004
Date of Report (Date of earliest event reported)
PXRE GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda 1-15259 98-0214719
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File No.) Identification No.)
PXRE House P.O. Box HM 1282
110 Pitts Bay Road Hamilton HM FX
Pembroke HM 08 Bermuda
Bermuda
(Address, including zip code,
of principal executive offices) (Mailing address)
(441) 296-5858
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 27, 2004, PXRE Group Ltd. and/or its subsidiaries (collectively, the
"Company") entered into the following employment agreements with three of its
executive officers (each an "Executive") as follows: (i) Employment Agreement,
dated August 27, 2004, by and between PXRE Reinsurance Ltd. and Guy D.
Hengesbaugh, President & Chief Operating Officer of PXRE Reinsurance Ltd. (the
"Hengesbaugh Agreement"); (ii) Employment Agreement, dated August 27, 2004, by
and between PXRE Group Ltd. and John M. Modin, Executive Vice President & Chief
Financial Officer of PXRE Group Ltd. (the "Modin Agreement"); and Employment
Agreement, dated August 27, 2004, by and between PXRE Reinsurance Company and
Bruce J. Byrnes, General Counsel & Secretary of PXRE Reinsurance Company (the
"Byrnes Agreement", and collectively with the Modin Agreement and Hengesbaugh
Agreement, the "Executive Employment Agreements"). Except as otherwise noted,
the terms of the Executive Employment Agreements are substantively identical.
The Executive Employment Agreements are for two-year terms and provide for the
following annual base salaries: Mr. Hengesbaugh, $370,000; Mr. Modin, $345,000;
Mr. Byrnes $350,000. The Executive Employment Agreements further provide each
Executive with an annual incentive bonus target of 55% of base salary under the
Company's 2004 Incentive Bonus Compensation Plan and a long-term incentive
multiple of 1.4 of base salary for purposes of determining restricted stock
grants to be awarded to under the Company's 2002 Officer Incentive Plan.
Pursuant to the Executive Employment Agreements, Mr. Hengesbaugh is entitled to
housing and car allowances and Messrs. Modin and Byrnes are entitled to car
allowances.
In the event that the Company terminates an Executive's employment without
"cause" (as defined in the Executive Employment Agreement) or the Executive
terminates the Executive Employment Agreement for "good reason" (as described
below), subject to Executive's continued compliance with the confidentiality,
non-compete and non-solicitation provisions of the Executive Employment
Agreement, and conditioned on the execution of a release of claims against us,
he will be entitled to receive a severance payment equal to two times his base
salary, plus one year of continued employee benefits. Good reason is generally
defined as: a decrease in his base salary; our failure to pay material
compensation due to him; our failure to obtain an agreement from a successor to
assume the Executive Employment Agreement; the assignment of duties which result
in a diminution in his position, authority, duties or responsibilities; a
relocation of his primary office; a material reduction in his benefits; or any
material breach of the Employment Agreement. The Executive Employment Agreements
prohibits each Executive from competing with us or soliciting our customers or
employees for the one-year period following his termination.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
99.1 Employment Agreement, dated August 27, 2004, by and between PXRE
Reinsurance Ltd. and Guy D. Hengesbaugh, President & Chief
Operating Officer of PXRE Reinsurance Ltd.
99.2 Employment Agreement, dated August 27, 2004, by and between PXRE
Group Ltd. and John M. Modin, Executive Vice President & Chief
Financial Officer of PXRE Group Ltd.
99.3 Employment Agreement, dated August 27, 2004, by and between PXRE
Reinsurance Company and Bruce J. Byrnes, General Counsel & Secretary
of PXRE Reinsurance Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PXRE GROUP LTD.
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(Registrant)
By: /s/ Jeffrey L. Radke
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Name: Jeffrey L. Radke
Title: President & Chief Executive Officer
Date: August 27, 2004