| UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

**FORM 10-K/A**

                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007

                                                                                               |
| Commission file number 1-14527

**EVEREST REINSURANCE HOLDINGS, INC.**

(Exact name of registrant as specified in its charter)

                                                                                                  |
| Delaware

(State or other jurisdiction

of incorporation or organization)                                                                                                                                                              |   | 22-3263609

(I.R.S Employer

Identification No.)

  |
| 477 Martinsville Road

Post Office Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive office)

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|                                                                                                                                                                                                                                   |   |   |   |   |   |   |
| Securities registered pursuant to Section 12(b) of the Act:

                                                                                                                                                                     |
| Title of Each Class                                                                                                                                                                                                                    |   | Name of Each Exchange

on Which Registered |
| 8.75% Senior Notes Due 2010                                                                                                                                                                                                            |   | NYSE |
| 5.40% Senior Notes Due 2014                                                                                                                                                                                                            |   | NYSE |
| 6.60% Long Term Notes Due 2067                                                                                                                                                                                                         |   | NYSE |
| 6.20% Trust Preferred Securities of Everest Re                                                                                                                                                                                         |   |   |
| Capital Trust II guaranteed by Everest Reinsurance                                                                                                                                                                                     |   |
| Holdings, Inc.                                                                                                                                                                                                                         |   | NYSE |
|                                                                                                                                                                                                                                   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                   |   |   |   |   |   |   |
| Securities registered pursuant to Section 12(g) of the Act: None

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|                                                                                                                                                                                                                                   |   |   |   |   |   |   |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the                                                                                                                                |
| Securities Act.

                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                   | Yes | X |   | No |   |   |
|  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                   |
|                                                                                                                                                                                                                                   | Yes |   |   | No | X |   |
|                                                                                                                                                                                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

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| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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|                                                                                                                                                                                                                                                                                                                                                             | Yes | X |   | No |   |   |
|                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   |   |   |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]              |
|                                                                                                                                                                                                                                                                                                                                                             |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

                                   |
| Large accelerated filer                                                                                                                                                                                                                                                                                                                                          |   | Accelerated filer |   |   |
|                                                                                                                                                                                                                                                                                                                                                             |
| Non-accelerated filer                                                                                                                                                                                                                                                                                                                                            | X | Smaller reporting company |   |   |
| (Do not check if a smaller reporting company)                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                             |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                             | Yes |   |   | No | X |   |
|                                                                                                                                                                                                                                                                                                                                                             |
| The aggregate market value on June 30, 2007 (the last business day of the registrant’s most recently completed second quarter) of the voting stock held by non-affiliates was zero.                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                             |
| At March 15, 2008, the number of common shares of the registrant outstanding shares was 1,000, all of which are owned by Everest Re Group, Ltd.                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   |   |   |
| The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by General Instruction I of Form 10-K.                                                                                                                                          |
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| **EVEREST REINSURANCE HOLDINGS, INC.** |
|----------------------------------------|
|                                   |   |   |   |   |
| **Index To Form 10-K/A**               |
|                                   |   |   |   |   |
| **PART I**                             |
|                                   |   |   |   |   |
| **FINANCIAL INFORMATION**              |
|                                   |   |   |   | **Page** |
|                                   |   |   |   |
|                                   |   |   |   |   |
| **Explanatory Note**                   | 1 |
|                                   |   |   |   |   |
| **Item 4.**                            |   | **Controls and Procedures** | 1 |
|                                   |   |   |   |   |
|                                   |   |   |   |   |
| **PART II**                            |
|                                   |   |   |   |   |
| **OTHER INFORMATION**                  |
|                                   |   |   |   |   |
|                                   |   |   |   |
| **Item 6.**                            |   | **Exhibits** | 3 |
|                                        |  |  |  |  |  |  |  |

 

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**Amendment No. 1 to the Annual Report on Form 10-K**

**For the Year Ended December 31, 2007**

**EXPLANATORY NOTE**

Everest Reinsurance Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2007, which was originally filed on March 31, 2008 (the “Original Filing”), to amend Part II, Item 9A of the Original Filing.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment amends the Original Filing and contains new certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002. This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained herein to reflect events        that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including the amendments to those filings, if any.

**PART II - ITEM 9A. CONTROLS AND PROCEDURES**

**Disclosure Controls and Procedures**

As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation and solely because of our failure to file the required Management’s Annual Report on Internal Control over        Financial Reporting in our Annual Report on Form 10-K when it was filed on March 31, 2008, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. We remedied this failure by amending our Annual Report on Form 10-K to provide the required report of management.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls will prevent or detect all errors. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no        evaluation of controls can provide absolute assurance that all control issues, if any, have been detected. These inherent limitations include the realities that disclosure requirements may be misinterpreted and judgments in decision-making may be inexact.

**Management’s Report on Internal Control Over Financial Reporting**

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in*Internal Control – Integrated Framework*. Based on our assessment we concluded that, as of        December 31, 2007, our internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the

 

1

 

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Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

**Changes in Internal Control over Financial Reporting.**

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over        financial reporting. Based on that evaluation, there has been no such change during the fourth quarter.

 

2

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**Part II – Item 6. Exhibit**s

 

Exhibit Index:

 

|   | Exhibit No. | Description |
|--------|-------------|-------------|

 

|   | 31.1 | Section 302 Certification of Joseph V.                        Taranto                                                       |
|--------|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 31.2 | Section 302 Certification of Craig Eisenacher               |
|--------|------|-----------------------------------------------------------------------------------------------------------------------------------|

 

|   | 32.1 | Section 906 Certification of Joseph V. Taranto and Craig Eisenacher       |
|--------|------|---------------------------------------------------------------------------------------------------------|

 

 

 

3

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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 on July 31, 2008.

 

|   | EVEREST REINSURANCE HOLDINGS, INC. |
|--------|------------------------------------|

 

 

|   | By:/S/ JOSEPH V. TARANTO |
|--------|--------------------------|

|   | Joseph V. Taranto |
|--------|-------------------|

|   | (Chairman and Chief Executive Officer) |
|--------|----------------------------------------|

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

|  

/S/ JOSEPH V. TARANTO

Joseph V. Taranto

      |  

Chairman and Chief Executive Officer and Director (Principal Executive Officer)                  |  

July 31, 2008 |
|--------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|-----------------------|
|  

/S/ THOMAS J. GALLAGHER

Thomas J. Gallagher

  |  

President and Chief Operating Officer and

Director                                              |  

July 31, 2008 |
|  

/S/ CRAIG EISENACHER

Craig Eisenacher

        |  

Executive Vice President and Chief Financial Officer

and Director (Principal Financial Officer) |  

July 31, 2008 |
|  

/S/ KEITH T. SHOEMAKER

Keith T. Shoemaker

    |  

Vice President and Comptroller

(Principal Accounting Officer)                                   |  

July 31, 2008 |

 

 

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