ACE BOWNE OF NEW YORK 06/14/2007 23:56 NO MARKS NEXT PCN: 002.00.00.00 -- Page is valid, no graphics BNY Y34230 001.00.00.00 18 As filed with the Securities and Exchange Commission on June 18, 2007 Registration No. 333-142568 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PXRE Group Ltd. (Exact name of Registrant as specified in its Charter) Bermuda 6361 98-0214719 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Code Number) Identification Number) PXRE House 110 Pitts Bay Road Pembroke HM 08 Bermuda (441) 296-5858 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) CT Corporation 111 Eighth Avenue 13th Floor New York, New York 10011 (212) 894-8600 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Linda E. Ransom, Esq. Ronald B. Given, Esq. Michael Groll, Esq. Dewey Ballantine LLP Argonaut Group, Inc. LeBoeuf, Lamb, Greene & MacRae LLP 1301 Avenue of the Americas 10101 Reunion Place, Suite 500 125 West 55th Street New York, NY 10019 San Antonio, TX 78216 New York, NY 10019 (212) 259-8000 (210) 321-8400 (212) 424-8000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the conditions to the completion of the merger described herein have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: n If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: n If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: n CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of Amount to be offering price aggregate offering Amount of securities to be registered registered(1) per share price(2) registration fee(3)(4) 240,099,293 Common Shares of PXRE Group Ltd., par value $1.00 per share . common shares N/A $1,206,155,277.69 $37,028.97 (1) Represents a bona fide estimate of the maximum number of shares of common stock that may be issued in connection with the merger described herein, calculated as the product of (a) 35,257,389, the aggregate number of shares of Argonaut Group, Inc., which we refer to as Argonaut, common stock that were outstanding on April 26, 2007 (assuming the exercise of all options), and (b) 6.8099, the maximum number of common shares of PXRE Group Ltd., which we refer to as PXRE, that will be exchanged for each share of Argonaut common stock. (2) Estimated solely for the purposes of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act, the proposed maximum aggregate offering price of the registrant’s common shares was calculated based upon the market value of shares of Argonaut common stock (the securities to be cancelled in the merger) as follows: the product of (1) $34.21, the average of the high and low prices per share of Argonaut common stock on April 26, 2007, as quoted on the NASDAQ Global Select Market, multiplied by (2) 35,257,389, the aggregate number of shares of Argonaut common stock that were outstanding on April 26, 2007 (assuming the exercise of all options). (3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $30.70 per $1,000,000 of the proposed maximum aggregate offering price. (4) Previously paid. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTILTHE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALLTHEREAFTER BECOME EFFECTIVE IN ACCOR- DANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATE- MENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ACE BOWNE OF NEW YORK 06/08/2007 15:45 NO MARKS NEXT PCN: 003.00.00.00 -- Page/graphics valid 06/08/2007 15:45 BNY Y34230 002.00.00.00 9 REFERENCES TO ADDITIONAL INFORMATION This joint proxy statement/prospectus incorporates important business and financial information about PXRE and Argonaut from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available for you to review at the Securities and Exchange Commission’s public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC’s website, www.sec.gov. You can also obtain those documents incorporated by reference into this joint proxy statement/prospectus, without charge, by requesting them in writing or by telephone or email from the appropriate company at the following addresses, telephone numbers and email addresses or obtaining them from each company’s website listed below: PXRE Group Ltd. Argonaut Group, Inc. PXRE House 10101 Reunion Place, Suite 500 110 Pitts Bay Road San Antonio, Texas 78216 Pembroke HM 08 Attention: Shareholder Services Bermuda (210) 321-8400 Attention: Shareholder Services [email protected] (441) 296-5858 www.argonautgroup.com [email protected] www.pxre.com Information contained on the PXRE and Argonaut websites is expressly not incorporated by reference into this joint proxy statement/prospectus. You can also obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from Georgeson, Inc., the proxy solicitor for both PXRE and Argonaut, at the following address and telephone numbers: 17 State Street New York, NY 10004 PXRE Shareholders Argonaut Shareholders (866) 577-4838 (toll-free) (866) 574-4071 (toll-free) If you would like to request documents, you must do so by July 18, 2007, so that you may receive them before the shareholder meetings. See “Where You Can Find More Information” beginning on page 183. ACE BOWNE OF NEW YORK 06/14/2007 23:57 NO MARKS NEXT PCN: 004.00.00.00 -- Page/graphics valid 06/14/2007 23:57 BNY Y34230 003.00.00.00 21 TO THE SHAREHOLDERS OF PXRE GROUP LTD. AND ARGONAUT GROUP, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT The board of directors of PXRE Group Ltd., which we refer to as PXRE, and the board of directors of Argonaut Group, Inc., which we refer to as Argonaut, have each unanimously approved a business combination of the two companies pursuant to an Agreement and Plan of Merger, dated as of March 14, 2007 and amended and restated as of June 8, 2007. Upon completion of the merger of a direct, wholly owned subsidiary of PXRE with and into Argonaut, PXRE will acquire Argonaut and Argonaut will become a direct, wholly owned subsidiary of PXRE. If the merger is completed, Argonaut shareholders will have the right to receive 6.4672 PXRE common shares in exchange for each share of Argonaut common stock they hold, subject to adjustment in the event that (i) Argonaut’s special dividend to its shareholders is less than $60 million, or (ii) Argonaut pays certain other dividends, incurs losses on sales of assets and/or engages in dilutive sales or purchases of Argonaut shares. The number of PXRE common shares that Argonaut shareholders will be entitled to receive will be adjusted, proportionately among all PXRE common shareholders, upon completion of a reverse split of PXRE shares immediately after the merger (subject to the approval of PXRE’s shareholders), as described in the accompanying joint proxy statement/prospectus. PXRE will not issue fractional shares in connection with the merger or in connection with the reverse share split. The value of any fractional shares will be determined after completion of the reverse share split and will be paid in cash. The reverse share split would affect all of PXRE’s shareholders uniformly, including the former shareholders of Argonaut entitled to receive PXRE shares as merger consideration in the merger, and will not affect any shareholder’s percentage ownership interests in PXRE or proportionate voting power, except to the extent that the reverse share split would otherwise result in a shareholder owning a fractional share for which it will receive cash in lieu of such fractional share. The merger will be tax free to PXRE shareholders; however, PXRE shareholders will recognize gain or loss on any cash received in lieu of fractional shares they would be entitled to receive as a result of the reverse share split. Argonaut shareholders will recognize gain (but not loss) on the exchange of their shares of Argonaut common stock for common shares of PXRE and will recognize gain or loss on any cash received in lieu of fractional shares of PXRE. Upon completion of the merger, PXRE’s name will be changed to “Argo Group International Holdings, Ltd.,” which we refer to as Argo Group. PXRE common shares are listed and traded on the New York Stock Exchange, which we refer to as the NYSE, under the trading symbol “PXT.” We intend to apply to have the PXRE common shares delisted from the NYSE and listed on the NASDAQ Global Select Market, which we refer to as the NASDAQ, under the trading symbol “AGII” conditioned on and subject to the completion of the merger.