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Prepared and filed by St Ives Burrups
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<p align="center"><font size="2" face="serif"><b><font face="serif" size="5">UNITED STATES <br>SECURITIES AND EXCHANGE COMMISSION <br></font></b><font face="serif" size="3">WASHINGTON, D.C. 20549 </font>
</font></p>
<p align="center"><b><font face="serif" size="5">FORM 8-K </font></b></p>
<p align="center"><font size="2" face="serif"><b>CURRENT REPORT </b></font></p>
<p align="center"><font size="2" face="serif"><b>PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 </b></font></p>
<p align="center"><font size="2" face="serif">February 16, 2006<br>Date of Report (Date of earliest event reported) </font></p>
<p align="center"><b><font face="serif" size="5">PXRE GROUP LTD. </font></b></p>
<p align="center"><font size="2" face="serif">(Exact name of registrant as specified in its charter) </font></p>
<table width="90%" cellspacing="0" cellpadding="0" align="center" border="0">
<tr valign="top" bgcolor="#ffffff">
<td align="center"><font size="2" face="serif">Bermuda</font></td>
<td align="center" width="2%">&nbsp;</td>
<td width="1%" align="center">&nbsp;</td>
<td width="18%" align="center"><font size="2" face="serif">1-15259</font></td>
<td width="2%" align="center">&nbsp;</td>
<td width="1%" align="center">&nbsp;</td>
<td width="28%" align="center"><font size="2" face="serif">98-0214719</font></td>
<td width="2%" align="left">&nbsp;</td> </tr>
<tr valign="top" bgcolor="#FFFFFF">
<td align="center"><font size="2" face="serif">(State or other jurisdiction</font><br>
  <font size="2" face="serif">of incorporation or organization)</font></td>
<td align="center">&nbsp;</td>
<td align="center">&nbsp;</td>
<td align="center"><font size="2" face="serif">(Commission</font><br><font size="2" face="serif">File No.)</font></td>
<td align="center">&nbsp;</td>
<td align="center">&nbsp;</td>
<td align="center"><font size="2" face="serif">(I.R.S. Employer</font><br><font size="2" face="serif">Identification No.)</font></td>
<td align="left">&nbsp;</td>
</tr>
</table>
<br><br>
<table width="75%" border="0" align="center" cellpadding="0" cellspacing="0">
<tr valign="top">
<td align="left" width="56%"><font size="2" face="serif">PXRE House</font><br><font size="2" face="serif">110 Pitts Bay Road</font><br><font size="2" face="serif">Pembroke HM 08</font><br><font size="2" face="serif">Bermuda</font></td>
<td align="left"><font size="2" face="serif">P.O. Box HM 1282</font><br><font size="2" face="serif">Hamilton HM FX</font><br><font size="2" face="serif">Bermuda</font></td>
</tr>
<tr valign="top">
<td align="left"><font size="2" face="serif">(Address, including zip code,</font><br><font size="2" face="serif">of principal executive offices)</font></td>
<td align="left"><font size="2" face="serif">(Mailing address)</font></td>
</tr>
</table>
<br><br>
<table width="100%" cellspacing="0" cellpadding="0" align="center" border="0">
<tr valign="top" bgcolor="#ffffff">
<td align="center"><font size="2" face="serif">(441) 296-5858</font></td>
<td align="left" width="2%">&nbsp;</td> </tr>
<tr valign="top" bgcolor="#FFFFFF">
<td align="center"><font size="2" face="serif">(Registrant's telephone number, including area code)</font></td>
<td align="left">&nbsp;</td>
</tr>
</table>
<br><br>
<table width="100%" cellspacing="0" cellpadding="0" border="0">
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<td align="center"><font size="2" face="serif">NOT APPLICABLE </font></td>
</tr>
<tr valign="top">
<td align="center"><font size="2" face="serif">(Former Name or Former Address, if Changed Since Last Report) </font></td>
</tr>
</table>
<p align="left"><font size="2" face="serif">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): </font></p>  <table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top">
<td align="left" width="4%"><font size="2" face="serif"><img src="emptybox.gif" width="12" height="12"></font></td>
<td align="left"><font size="2" face="serif">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </font></td>
</tr>
<tr valign="top">
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
<tr valign="top">
<td align="left"><font size="2" face="serif"><img src="emptybox.gif" width="12" height="12"></font></td>
<td align="left"><font size="2" face="serif">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </font></td>
</tr>
<tr valign="top">
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
<tr valign="top">
<td align="left"><font size="2" face="serif"><img src="emptybox.gif" width="12" height="12"></font></td>
<td align="left"><font size="2" face="serif">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </font></td>
</tr>
<tr valign="top">
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
<tr valign="top">
<td align="left"><font size="2" face="serif"><img src="emptybox.gif" width="12" height="12"></font></td>
<td align="left"><font size="2" face="serif">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </font></td>
</tr>
</table>
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<p align="left"><font size="2" face="serif"><b>Item 7.01.  Regulation FD Disclosure</b></font></p>
<p align="left"><font size="2" face="serif">On February 16, 2006, PXRE Group Ltd. (&#8220;PXRE&#8221;) issued a press release commenting on the estimated impact of third and fourth quarter catastrophe losses.  A copy of the press release is attached as Exhibit 99.1.</font></p>
<p align="left"><font size="2" face="serif">Note: The information in this report and Exhibit 99.1 attached hereto are furnished pursuant to Item 7.01 and shall not be deemed &#8220;filed&#8221; for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by PXRE under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by PXRE that the information in this report is material or complete, or that investors
should consider this information before making an investment decision with respect to any security of PXRE or any of its affiliates.</font></p>
<p align="left"><font size="2" face="serif"><b>Forward-Looking Statements and Qualifications </b></font></p>
<p align="left"><font size="2" face="serif">Statements in this release and on the attached Exhibit that are not strictly historical are forward-looking and are based upon current expectations and assumptions of management.  Statements included herein and on the Exhibit, as well as statements made by or on behalf of PXRE in its communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, which are not historical in nature are intended to be, and are hereby identified as, &quot;forward-looking statements&quot; for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 as amended.  These forward-looking statements, identified by words such as &#8220;intend,&#8221;
&#8220;believe,&#8221; &#8220;anticipate,&#8221; or &#8220;expects&#8221; or variations of such words or similar expressions are based on current expectations, speak only as of the date hereof, and are subject to risk and uncertainties.  In light of the risks and uncertainties inherent in all future projections, these forward-looking statements in this report should not be considered as a representation by us or any other person that PXRE&#8217;s objectives or plans will be achieved.  PXRE cautions investors and analysts that actual results or events could differ materially from those set forth or implied by the forward-looking statements and related assumptions, depending on the outcome of certain important factors including, but not limited to, the following:  (i) because of exposure to
catastrophes, PXRE&#8217;s financial results may vary significantly from period to period; (ii) PXRE may be overexposed to losses in certain geographic areas for certain types of catastrophe events; (iii) PXRE operates in a highly competitive environment; (iv) reinsurance prices may decline, which could affect PXRE&#8217;s profitability; (v) underwriting reinsurance includes the application of judgment, the assessment of probabilities and outcomes, and assumption of correlations, which are subject to inherent uncertainties; (vi) reserving for losses includes significant estimates which are also subject to inherent uncertainties; (vii) a decline in the credit rating assigned to PXRE&#8217;s claim-paying ability may impact its potential to write new or renewal business; (viii) a decline in
PXRE&#8217;s ratings may require us to transfer premiums retained by us into a beneficiary trust or may allow clients to terminate their contract with us; (ix) PXRE&#8217;s investment portfolio is subject to market and credit risks which could result in a material adverse impact on its financial position or results; (x) because PXRE depends on a few reinsurance brokers for a large portion of revenue, loss of business provided by them could adversely affect us; and PXRE&#8217;s reliance on reinsurance brokers exposes us to their credit risk; (xi) the impact of recently announced investigations of broker fee and placement arrangements could adversely impact PXRE&#8217;s ability to write more business; (xii) PXRE has exited the finite reinsurance business, but claims in respect of the
business PXRE wrote could have an adverse effect on its results of operations; (xiii) PXRE may be adversely affected by foreign currency fluctuations; (xiv) retrocessional reinsurance subjects us to credit risk and may become unavailable on acceptable terms; (xv) the impairment of PXRE&#8217;s ability to provide collateral to cedents could affect its ability to offer reinsurance in certain markets; (xvi) the reinsurance business is historically cyclical, and PXRE may experience periods with excess underwriting capacity and unfavorable premium rates; conversely, PXRE may have a shortage of underwriting capacity when premium rates are strong; (xvii) regulatory constraints may restrict PXRE&#8217;s ability to operate its business; (xviii) contention by the United States Internal Revenue
Service that PXRE or its offshore subsidiaries are subject to U.S. taxation could result in a material adverse impact on PXRE&#8217;s financial position or results; and (xix) changes in tax laws, tax treaties, tax rules and interpretations could result in a material adverse impact on PXRE&#8217;s financial position or results.  In addition to the factors outlined above that are directly related to PXRE's business, PXRE is also subject to general business risks, including, but not limited to, adverse state, federal or foreign legislation and regulation, adverse publicity or news coverage, changes in general economic factors, the loss of key employees and other factors set forth in PXRE's SEC filings.  The factors listed above should not be construed as exhaustive.  Therefore, actual results
or outcomes may differ materially from what is expressed or forecasted in such forward-looking statements.</font></p>
<p align="left"><font size="2" face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PXRE undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events (including catastrophe events), or otherwise.</font></p>
<p align="left"><font size="2" face="serif"><b>Item 9.01. Financial Statements and Exhibits </b></font></p>  <table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top">
<td align="left" width="7%"><font size="2" face="serif">&nbsp;</font></td>
<td align="left" width="10%"><font size="2" face="serif">(c)</font></td>
<td align="left"><font size="2" face="serif">Exhibits</font></td>
</tr>
<tr valign="top">
<td>&nbsp;</td>
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
<tr valign="top">
<td align="left"><font size="2" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif">Exhibit No.</font></td>
<td align="left"><font size="2" face="serif">Description</font></td>
</tr>
<tr valign="top">
<td>&nbsp;</td>
<td>&nbsp;</td>
<td>&nbsp;</td> </tr>
<tr valign="top">
<td align="left"><font size="2" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif">99.1</font></td>
<td align="left"><font size="2" face="serif">PXRE Group Ltd. Press Release dated as of February 16, 2006</font></td>
</tr>
</table>
<p align="center">&nbsp;</p>
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<p align="center"><font size="2" face="serif"><b>SIGNATURES </b></font></p>
<p align="left"><font size="2" face="serif">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. </font></p>
<p align="center"><font size="2" face="serif"><b><u>PXRE Group Ltd. <br>
</u></b></font><font size="2" face="serif">(Registrant) </font></p>
<table width="50%" cellspacing="0" cellpadding="0" align="center" border="0">
<tr valign="top" bgcolor="#FFFFFF">
<td align="left"><font size="2" face="serif"><i>By:</i></font></td>
<td align="left" width="2%">&nbsp;</td>
<td width="1%" align="right">&nbsp;</td>
<td width="84%" align="left"><font size="2" face="serif"><i>/s/ Robert Myron</i></font></td>
<td width="2%" align="left">&nbsp;</td> </tr>
<tr valign="top">
<td colspan="4"><hr noshade size="1"></td>
<td></td>
</tr>
<tr valign="top" bgcolor="#FFFFFF">
<td align="left"><font size="2" face="serif"><i>Name:</i></font></td>
<td align="left">&nbsp;</td>
<td align="right">&nbsp;</td>
<td align="left"><font size="2" face="serif"><i>Robert Myron</i></font></td>
<td align="left">&nbsp;</td>
</tr>
<tr valign="top" bgcolor="#FFFFFF">
<td align="left"><font size="2" face="serif"><i>Title:</i></font></td>
<td align="left">&nbsp;</td>
<td align="right">&nbsp;</td>
<td align="left"><font size="2" face="serif"><i>Executive Vice President &amp; Chief Financial Officer</i></font></td>
<td align="left">&nbsp;</td>
</tr>
</table>
<p align="left">&nbsp;</p>
<p align="left"><font size="2" face="serif">Date: February 16, 2006 </font></p>
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Prepared and filed by St Ives Burrups
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
February 16, 2006
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
of incorporation or organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
PXRE House
110 Pitts Bay Road
Pembroke HM 08
Bermuda
P.O. Box HM 1282
Hamilton HM FX
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 7.01.  Regulation FD Disclosure
On February 16, 2006, PXRE Group Ltd. ("PXRE") issued a press release commenting on the estimated impact of third and fourth quarter catastrophe losses.  A copy of the press release is attached as Exhibit 99.1.
Note: The information in this report and Exhibit 99.1 attached hereto are furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by PXRE under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by PXRE that the information in this report is material or complete, or that investors
should consider this information before making an investment decision with respect to any security of PXRE or any of its affiliates.
Forward-Looking Statements and Qualifications
Statements in this release and on the attached Exhibit that are not strictly historical are forward-looking and are based upon current expectations and assumptions of management.  Statements included herein and on the Exhibit, as well as statements made by or on behalf of PXRE in its communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 as amended.  These forward-looking statements, identified by words such as "intend,"
"believe," "anticipate," or "expects" or variations of such words or similar expressions are based on current expectations, speak only as of the date hereof, and are subject to risk and uncertainties.  In light of the risks and uncertainties inherent in all future projections, these forward-looking statements in this report should not be considered as a representation by us or any other person that PXRE's objectives or plans will be achieved.  PXRE cautions investors and analysts that actual results or events could differ materially from those set forth or implied by the forward-looking statements and related assumptions, depending on the outcome of certain important factors including, but not limited to, the following:  (i) because of exposure to
catastrophes, PXRE's financial results may vary significantly from period to period; (ii) PXRE may be overexposed to losses in certain geographic areas for certain types of catastrophe events; (iii) PXRE operates in a highly competitive environment; (iv) reinsurance prices may decline, which could affect PXRE's profitability; (v) underwriting reinsurance includes the application of judgment, the assessment of probabilities and outcomes, and assumption of correlations, which are subject to inherent uncertainties; (vi) reserving for losses includes significant estimates which are also subject to inherent uncertainties; (vii) a decline in the credit rating assigned to PXRE's claim-paying ability may impact its potential to write new or renewal business; (viii) a decline in
PXRE's ratings may require us to transfer premiums retained by us into a beneficiary trust or may allow clients to terminate their contract with us; (ix) PXRE's investment portfolio is subject to market and credit risks which could result in a material adverse impact on its financial position or results; (x) because PXRE depends on a few reinsurance brokers for a large portion of revenue, loss of business provided by them could adversely affect us; and PXRE's reliance on reinsurance brokers exposes us to their credit risk; (xi) the impact of recently announced investigations of broker fee and placement arrangements could adversely impact PXRE's ability to write more business; (xii) PXRE has exited the finite reinsurance business, but claims in respect of the
business PXRE wrote could have an adverse effect on its results of operations; (xiii) PXRE may be adversely affected by foreign currency fluctuations; (xiv) retrocessional reinsurance subjects us to credit risk and may become unavailable on acceptable terms; (xv) the impairment of PXRE's ability to provide collateral to cedents could affect its ability to offer reinsurance in certain markets; (xvi) the reinsurance business is historically cyclical, and PXRE may experience periods with excess underwriting capacity and unfavorable premium rates; conversely, PXRE may have a shortage of underwriting capacity when premium rates are strong; (xvii) regulatory constraints may restrict PXRE's ability to operate its business; (xviii) contention by the United States Internal Revenue
Service that PXRE or its offshore subsidiaries are subject to U.S. taxation could result in a material adverse impact on PXRE's financial position or results; and (xix) changes in tax laws, tax treaties, tax rules and interpretations could result in a material adverse impact on PXRE's financial position or results.  In addition to the factors outlined above that are directly related to PXRE's business, PXRE is also subject to general business risks, including, but not limited to, adverse state, federal or foreign legislation and regulation, adverse publicity or news coverage, changes in general economic factors, the loss of key employees and other factors set forth in PXRE's SEC filings.  The factors listed above should not be construed as exhaustive.  Therefore, actual results
or outcomes may differ materially from what is expressed or forecasted in such forward-looking statements.
PXRE undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events (including catastrophe events), or otherwise.
Item 9.01. Financial Statements and Exhibits
(c)
Exhibits
Exhibit No.
Description
99.1
PXRE Group Ltd. Press Release dated as of February 16, 2006
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.
(Registrant)
By:
/s/ Robert Myron
Name:
Robert Myron
Title:
Executive Vice President & Chief Financial Officer
Date: February 16, 2006