-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZGd5tdWoR5AgMz2/MaTlpz0SavZEmnmXq89aZnLr0qbk4X1lcdWynMQf26tYtnr 1MOv3wn+aulrMIBYE2yGzA== 0000950162-00-000478.txt : 20000327 0000950162-00-000478.hdr.sgml : 20000327 ACCESSION NUMBER: 0000950162-00-000478 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RISK CAPITAL HOLDINGS INC CENTRAL INDEX KEY: 0000947484 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061424716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-86145 FILM NUMBER: 577766 BUSINESS ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038624300 MAIL ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: RISK CAPITAL RE INC DATE OF NAME CHANGE: 19950703 424B3 1 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) and (c) File Number 333-86145 File Number 33-99974 RISK CAPITAL HOLDINGS, INC. PROSPECTUS SUPPLEMENT DATED MARCH 20, 2000 TO PROSPECTUSES DATED DECEMBER 26, 1996 AND AUGUST 30, 1999 This prospectus supplement supplements our prospectuses dated December 26, 1996 and August 30, 1999 (the "Prospectuses") relating to the reoffers and resales of shares of our common stock, par value $.01 per share, issued or issuable under our 1999 Long Term Incentive and Share Award Plan, (the "1999 Incentive Plan"), 1995 Long Term Incentive and Share Award Plan (the "1995 Incentive Plan") and 1995 Employee Stock Purchase Plan (together with the 1999 and 1995 Incentive Plans, the "Plans"). This prospectus supplement sets forth a list of the current selling stockholders and updates the number of shares of common stock available to be resold by each selling stockholder under the Plans. This prospectus supplement should be read in conjunction with the Prospectuses and this prospectus supplement is qualified by reference to the Prospectuses except to the extent that the information contained herein supersedes the information contained in the Prospectuses. SELLING STOCKHOLDERS The following table sets forth certain information concerning the selling stockholders as of March 16, 2000. Except as disclosed below, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us:
Maximum Number of Shares Shares Owned and/or Shares Owned Subject to Outstanding Position with Prior to Options Which May Be Name the Company Offering Offered Hereby (1) - ---- ----------- -------- ------------------------ Mark D. Mosca President, Chief 453,471 (2) 418,571 (2) Executive Officer and Director Robert Clements Chairman, Director 306,032 (3) 109,129 (3) Peter A. Appel Executive Vice President 196,971 (4) 196,971 (4) and Chief Operating Officer Paul J. Malvasio Managing Director, Chief 170,788 (5) 170,788 (5) Financial Officer and Treasurer Michael P. Esposito, Jr. Director 9,304 (6) 5,304 (6) Stephen Friedman Former Director(7) 2,704 (6) 2,704 (6) Lewis L. Glucksman Director 5,304 (6) 5,304 (6) Ian R. Heap Director 6,800 (6) 3,300 (6) Thomas V. A. Kelsey Director 8,054 (6) 5,054 (6) Robert F. Works Director 3,804 (6) 3,804 (6) Philip L. Wroughton Director 4,300 (6) 3,300 (6)
- ------------------- (1) Represents the number of shares of common stock issued or issuable under the Plans to each selling stockholder. Does not constitute a commitment to sell any or all of the stated number of shares of common stock. The number of shares offered shall be determined from time to time by each selling stockholder at his discretion. (2) Amounts include (i) 141,071 shares of common stock owned directly by Mr. Mosca (20,000 of such shares are subject to vesting) and (ii) 312,400 shares of common stock issuable upon the exercise of stock options (145,897 of such shares are issuable under options which are subject to vesting). (3) Amounts include (i) 24,304 shares of common stock owned directly by Mr. Clements, (ii) Class A Warrants to purchase 80,000 shares of common stock, (iii) 107,125 shares of common stock issuable upon the exercise of stock options (73,740 of such shares are issuable under options which are subject to vesting) and (iv) 55,000 shares of common stock and Class A Warrants to purchase 39,603 shares of common stock beneficially owned by Taracay Investors, a general partnership ("Taracay"), the general partners of which consist of Mr. Clements and members of his family. Mr. Clements is the managing partner of Taracay. Does not include 150,000 shares of common stock issuable upon the exercise of Class B Warrants, which are not currently exercisable. (4) Amounts include (i) 31,171 shares of common stock owned directly by Mr. Appel (5,000 of such shares are subject to vesting) and (ii) 165,800 shares of common stock issuable upon the exercise of stock options (94,137 of such shares are issuable under options which are subject to vesting). (5) Amounts include (i) 29,988 shares of common stock owned directly by Mr. Malvasio (5,000 of such shares are subject to vesting) and (ii) 140,800 shares issuable upon the exercise of stock options (74,137 of such shares are issuable under options which are subject to vesting). (6) Amounts include shares issuable upon the exercise of stock options. Certain of such options are subject to vesting. (7) Mr. Friedman resigned from the Board of Directors of Risk Capital Holdings, Inc. effective March 2, 2000. Information concerning the selling stockholders may change from time to time and will be set forth in future supplements. Accordingly, the identity of the selling stockholders may change and the number of shares of Common Stock offered hereby may increase or decrease. Full copies of each Prospectus will be provided upon request. -----END PRIVACY-ENHANCED MESSAGE-----