Minister, Grant Gibbons, and former Centre Solutions president David Brown, has filed papers for a $400-million initial public offering (IPO).

The company will loan its president and CEO, Mr. Brown, $20 million, which will be used to help buy $22 million worth of shares in the company.

The company is also loaning its chief financial officer and treasurer, Dr.

Gibbons, an undisclosed amount of money to buy an undisclosed amount of shares.

Bermuda-registered Gemini Re Holdings Ltd. on Thursday filed a registration statement with the US Securities and Exchange Commission (SEC) proposing an initial public offering handled by Merrill and Chase Securities.

The company proposes to value the shares at $15 each and list them on Nasdaq, the prospectus said.

Mr. Brown and Dr. Gibbons are directors of the board chaired by Conrad A.

Plimpton, and which also includes deputy chairman Philip L. Yang, John C.

Plimpton and John R. Zumbrunn.

The holding company's Bermuda subsidiary, Gemini Re Ltd., would be a multi-line insurer and reinsurer targeting long duration risks, including traditional life and annuity, workers' compensation, medical malpractice and disability reinsurance, as well as structured settlements, Miami business publication Offshore Alert reported.

The prospectus said: "We will seek to develop a select client base principally comprised of primary life and property and casualty insurance and reinsurance companies, as well as large multi-national corporations.'' The main sponsor of Gemini Re is Plimpton & Co., a New Jersey-based private investment firm of which Conrad Plimpton is the managing director.

Ernst & Young Bermuda is the company auditor. The company's investments will be handled by Union Spring Asset Management, Inc., which is an affiliate of New Jersey-based Willowbridge Associates Inc.

Mr. Yang has been the sole shareholder, director and president of Willowbridge since 1992, while John Plimpton has been its director of investments since 1995.

Union Spring and Willowbridge have over $1.2 billion in combined assets under management.

The prospectus states: "We will implement an investment strategy designed to obtain superior returns while diversifying risks by investing in a combination of fixed income securities and highly-liquid managed funds.

"The managed funds portfolio will be invested in a broad range of instruments, including equities, fixed income securities, currencies, options, swaps, futures, commodities and other financial instruments, that will be traded directly by Union Spring and through carefully selected sub-managers.'' Dr. Gibbons and Mr. Brown said five weeks ago that: "The new venture will provide products in areas that are not fully served by existing businesses in the reinsurance market.

"Consequently, it is not anticipated that the company will compete directly with other major Bermuda reinsurers.'' Dr. Gibbons, the deputy leader of the Opposition United Bermuda Party, said, "The company will be positioned to take advantage of the convergence of the financial world and the insurance markets.'' He was Finance Minister from September, 1995 until last November when the UBP lost an Election for the first time since gaining power in 1968.

Mr. Brown who was involved in the Bermuda accounting partnership of Ernst & Young, joined Bermuda-based Centre Solutions in 1993 and was president and CEO of the company until the middle of 1998, when he opted for early retirement.

Grant Gibbons Graphic file name: GRANTG David Brown