UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 14, 2007
Date of report (Date of earliest event reported)
PXRE GROUP LTD.
(Exact Name of Registrant as Specified in Charter)
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| Bermuda
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1-15259
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98-0214719 |
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| PXRE House
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P.O. Box HM 1282 |
| 110 Pitts Bay Road
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Hamilton HM FX |
| Pembroke HM 08
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Bermuda |
| Bermuda
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| (Address, Including Zip Code,
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| of Principal Executive
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| Offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On March 14, 2007, PXRE Group Ltd. (the “Company”) issued a press release (the “Press Release”)
announcing the Company’s results for the year and quarter ended December 31, 2006.
On March 16, 2007, the Company issued a press release (the “Revised Press Release”) announcing the
correction of a technical error that was discovered in the process of finalizing the Company’s
Annual Report on Form 10-K with respect to net (loss) income
before convertible preferred share dividends per diluted common share
and net (loss) income per diluted common share reported in
the Press Release. Net (loss) income before convertible preferred share dividends per diluted common share for the
year ended December 31, 2006 was $0.40 rather than $0.37 as
previously reported. Net (loss) income per diluted common share for the year ended December 31, 2006
was $0.33 rather than $0.37 as previously reported. This correction had no impact on the
Company’s Unaudited Consolidated Balance Sheet, including total
shareholders’ equity, as of December 31,
2006 nor did it have any impact on any amounts reported in the Unaudited Consolidated Statements of
Operations and Comprehensive Operations other than the diluted earnings per share disclosures
referred to above. It also had no impact on Unaudited Consolidated Statements
of Shareholder’s Equity or Unaudited Consolidated Statements of Cash Flows. Lastly, this correction had no
impact on fully diluted book value per common share as of
December 31, 2006.
A copy of the Revised Press Release and the corrected Unaudited Consolidated Balance Sheets and
Unaudited Consolidated Statements of Operations and Comprehensive Operations as of and for the
three months ended December 31, 2006 and twelve months ended December 31, 2006 (excluding
footnotes) are attached hereto as Exhibits 99.1 and 99.2, respectively to this Form 8-K/A. The information
hereunder is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, is not otherwise subject to the liabilities of that section and is not
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific
reference in such a filing.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Press release of PXRE Group Ltd. dated March 16, 2007 |
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99.2
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Preliminary Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of
Operations and Comprehensive Operations as of and for the three months ended December 31, 2006
and twelve months ended December 31, 2006 (excluding footnotes) |
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