Bermuda-based Centre Re -- will be the largest broking reinsurer in the US, according to the company's prospectus.

Delaware-based ZRC Holdings is the new principal underwriting affiliate of Zurich Insurance Company and Centre Re in the North American market for traditional property and casualty reinsurance.

ZRC Holdings' capitalisation after a public offering of its shares is expected to be more than $550 million.

Based on 1992 statutory capital and surplus, it will be the largest broker reinsurer and among the largest reinsurers in the US.

The company's principal shareholders are Centre Reinsurance Holdings, which is 74 percent-owned by Zurich, and Fund American Enterprises.

ZRC Holdings' prospectus shows that management are optimistic about the conditions of the industry it has entered.

It states: "The company (ZRC Holdings) believes that current industry conditions provide an attractive opportunity for a well-capitalised reinsurer, such as ZRC, to become a leader in the brokered property and casualty reinsurance market.

"Specifically, the company believes that the US reinsurance industry is consolidating and the largest reinsurers are writing a larger proportion of total reinsurance premiums.

"This consolidation is evidenced by the fact that, according to the Reinsurance Association of America, for the year ended December 31, 1991, the ten largest reinsurers reporting to the RAA wrote approximately 65 percent of net premiums written.

"This compared with 50 percent for the year ended December 31, 1981, and by the fact that the number of reinsurers reporting to the RAA decreased from 129 as of December 31, 1982, to 60 as of December 31, 1992.

"Evidence of this trend continuing are the recent announcements that several reinsurers are ceasing operations and that others are downsizing and reducing their premium writings.

"The company further believes that the ten largest reinsurers, on the basis of statutory capital and surplus, have experienced higher levels of profitability than smaller, less well-capitalised reinsurers.

"For the four quarters ended September 30, 1992, the mean return on average statutory surplus for the ten largest reinsurers reporting to the RAA was 13.7 percent as compared with six percent for the remaining reinsurers reporting to the RAA during the same period.

"The company believes that the larger, better capitalised reinsurers achieved this superior result because they are able to provide their clients with more consistent underwriting capacity, which has provided them with greater flexibility to negotiate price, terms and conditions of their reinsurance treaties.'' The prospectus also contains the salaries of senior executives of the company.

Mr. Steven Gluckstern is being paid an annual basic salary of $750,000 as chairman, president and CEO of the company.

Mr. Gluckstern, a 41-year-old former schoolteacher who is also president and CEO of Bermuda-based Centre Reinsurance Holdings, is also in charge of its operating company, Zurich Reinsurance Centre (ZRC).

He is one of the most highly respected businessmen in the international insurance industry and is also one of the most innovative.

Other executive salaries for 1993 at ZRC are -- $400,000 to Mr. Richard Smith, executive vice president and chief operating officer; $250,000 to Mr. Peter Porrino, senior vice president, chief financial officer and treasurer; and $250,000 to Mr. John Shuck, senior vice president and chief administrative officer.

The prospectus shows that Centre Re has purchased 15 million shares of ZRC's common stock at $20 per share for $300 million. Fund American has subscribed for two million shares for $40 million.

In addition to this, Fund American, its chairman and CEO Mr. John Byrne, and Mr. Gluckstern have agreed to buy additional common shares for cash consideration of $10 million, $2.5 million and $2.5 million, respectively, at a per share price equal to the initial public offering price less underwriting discounts.

After the public offering, Centre Re will own approximately 55 percent of ZRC if the underwriters' over-allotment option is exercised in full.

Although ZRC Holdings is a new company, ZRC was formed in 1980 as a broker reinsurer. In fiscal 1992 it reported a loss of $6 million, following modest profits of between $2.2 and $4.3 million for the previous four years.

ZRC Holdings, which was set up to acquire ZRC, believe the company's recapitalisation, new management and new business strategy will result in material differences to its operations.

The company is seeking a listing on the New York Stock Exchange.