-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmvhC86VuXGtVSsig2lDO7jEZVmcFRUPTWpCOwOnXfUkjQ/vMQIpN5BE2X1x7sX1 MeJiFMu5k1aPXVB3QZjuFg== 0000891836-95-000088.txt : 19951002 0000891836-95-000088.hdr.sgml : 19951002 ACCESSION NUMBER: 0000891836-95-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950926 SROS: NYSE GROUP MEMBERS: HCS ET AL GROUP MEMBERS: SCOR S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCOR US CORP CENTRAL INDEX KEY: 0000798363 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 751791342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39126 FILM NUMBER: 95576224 BUSINESS ADDRESS: STREET 1: 110 WILLIAM ST STE 1800 STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038-3995 BUSINESS PHONE: 2129788200 MAIL ADDRESS: STREET 1: 110 WILLIAM STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCS ET AL CENTRAL INDEX KEY: 0000925138 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: IMMEUBLE SCOR STREET 2: 1 AVE DU PRESIDENT WILSON 92074 CEDEX 3 CITY: PARIS LA DEFENSE 8 STATE: I0 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT NO. 3 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) SCOR U.S. CORPORATION (Name of Issuer) Common Stock, par value $0.30 per share (Title of Class of Securities) 78 4027 10 4 (CUSIP Number) John T. Andrews, Jr. Copy to: Allan M. Chapin Vice President Sullivan & Cromwell General Counsel and Secretary 250 Park Avenue SCOR U.S. Corporation New York, N.Y. 10177 Two World Trade Center (212) 558-4000 New York, New York 10048-0178 (212) 390-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the state- ment [ ]. 2 Cusip No 78 4027 10 4 13D Page 2 of 24 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HCS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,547,756 shares 9 SOLE DISPOSITIVE POWER 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 14,547,756 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,547,756 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80% 14 TYPE OF REPORTING PERSON HC, CO 3 Cusip No 78 4027 10 4 13D Page 3 of 24 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SCOR S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,547,756 shares 9 SOLE DISPOSITIVE POWER 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 14,547,756 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,547,756 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80% 14 TYPE OF REPORTING PERSON HC, IC, CO 4 This Amendment No. 3 amends the statement on Schedule 13D filed by SCOR S.A., a French corporation ("SCOR S.A."), and HCS, a French corporation which currently owns 48.65% of the stock of SCOR S.A. ("HCS"), with the Commission on November 2, 1990 as amended and supplemented by Amendment No. 1 and Amendment No. 2 thereto (collectively, the "Statement"), with respect to shares of Common Stock (the "Common Stock"), of SCOR U.S. Corporation, a Delaware corporation ("SCOR U.S."). This Amendment No. 3 supplements and, to the extent inconsistent therewith, amends the information set forth in the Statement. Item 2. Identity and Background. This statement is filed by HCS, a French corporation, and SCOR S.A., a French corporation. HCS is a holding company which owns approximately 48.65% of SCOR S.A. HCS was formed in connection with the corporate reorganization of SCOR S.A. in 1989 to hold approximately 53% of the stock of SCOR S.A. HCS' principal business and office address is Immeuble SCOR, 1 Avenue du President Wilson, 92074 Paris La Defense 8, France, Cedex 39. SCOR S.A. operates principally as a reinsurance company. Together with its subsidiaries, it ranks as the largest professional reinsurer in France and among the largest in the world. On November 24, 1989, Compagnie Generale des Voitures a Paris ("CGV"), a publicly traded 5 subsidiary of L'Union des Assurances de Paris ("UAP"), acquired substantially all of the stock of Societe Commerciale de Reassurance, a French corporation, and UAP Reassurances, a French corporation and a subsidiary of UAP ("UAP Re"), in exchange for its own stock. CGV was then renamed SCOR S.A. As a result of this transaction, SCOR S.A. acquired beneficial ownership of the shares of Common Stock then owned by Societe Commerciale de Reassurance. On December 27, 1990, Societe Commerciale de Reassurance and UAP Re were merged into SCOR S.A. SCOR S.A.'s principal business and office address is Immeuble SCOR, 1 Avenue du President Wilson, 92074 Paris La Defense 8, France, Cedex 39. On March 18, 1993, SCOR S.A. purchased a 20% stake in Cie Francaise d'Assurance pour le Commerce Exterieure ("COFACE"), a French reinsurance company. 75% of such shares were acquired from Caisse des Depots et Consignations-Participations ("CDC") and 25% from UAP. In connection with this acquisition, SCOR S.A. issued 620,000 of its shares to CDC and UAP. As a result of this transaction, HCS's shareholding of SCOR S.A. declined from 53.5% to 48.5%. There are no contracts or agreements pursuant to which HCS may appoint 50% or more of the directors of SCOR S.A. Since HCS is no longer a majority owner of SCOR S.A. and does not have the power by contract or otherwise to elect a majority of the directors of SCOR 6 S.A., HCS disclaims beneficial ownership of any shares of Common Stock of SCOR U.S. held by SCOR S.A. The boards of directors of HCS and SCOR S.A. have approved a transaction in which HCS and SCOR S.A. would be merged, and the current shareholders of HCS would become shareholders of SCOR S.A. The proposed merger must be approved by the shareholders of each of HCS and SCOR S.A., and its consummation is subject to the receipt of any required regulatory approvals. It is currently contemplated that the proposed transaction will be submitted to a vote of the shareholders of HCS and SCOR S.A., that the required regulatory approvals will be sought and, if such shareholders approve the transaction and such regulatory approvals are obtained, that the proposed merger of HSC and SCOR S.A. will be completed before the end of 1995. The information with respect to the executive officers and directors of HCS and SCOR S.A. contained in the Statement is hereby deleted and replaced by the information contained in Annexes A and B, respectively, attached hereto. To the best knowledge of HCS or SCOR S.A., none of the executive officers and/or directors of HCS or SCOR S.A. set forth on Annexes A and B attached hereto has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction and as a 7 result of such proceeding is or has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violations of such laws. Item 3. Source and Amount of Funds or Other Consideration. If additional shares of Common Stock are purchased by SCOR S.A., SCOR S.A. currently intends to make such purchases from its working capital. Item 4. Purpose of Transaction. On September 25, 1995, the Board of Directors of SCOR S.A. determined to propose to the Board of Directors of SCOR U.S. that SCOR U.S. become a wholly owned subsidiary of SCOR S.A. in a transaction in which the public shareholders of SCOR U.S. would receive $14.00 per share in cash. On September 26, 1995, SCOR S.A. delivered a letter, dated September 25, 1995 (the "Proposal Letter"), to the Board of Directors proposing the transaction. In the event that the transactions contemplated by the Proposal Letter are completed, SCOR S.A. may purchase additional shares of Common Stock, a merger of SCOR U.S. would be effected, SCOR U.S. would become a wholly-owned subsidiary of SCOR S.A., all the minority shareholders of SCOR U.S. would receive cash for their Common Stock and the Common Stock would be delisted from the New York Stock Exchange, Inc. and cease to be registered under the Securities and Exchange Act of 1934, 8 as amended. Copies of the Proposal Letter and the press release, dated September 26, 1995, issued by SCOR S.A. in connection with the proposed transaction are attached hereto as Exhibits 2 and 3, respectively, and are incorporated by reference herein. In addition, SCOR S.A. will continue to evaluate the business and business prospects of SCOR U.S., and its present and future interests in, and intentions with respect to, SCOR U.S. Based on such evaluation and such other factors as it deems relevant, SCOR S.A. may or may not suggest various business strategies to the management of SCOR U.S. which may or may not change its present business operations. Other than as discussed above, SCOR S.A. currently has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of SCOR U.S., or the disposition of securities of SCOR U.S.; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving SCOR U.S. or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of SCOR U.S. or any of its subsidiaries; (d) Any change in the present Board of Directors or management of SCOR U.S., including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (e) Any material change in the present capitalization or dividend policy of SCOR U.S.; 9 (f) Any other material change in SCOR U.S.' business or corporate structure, including, but not limited to, if SCOR U.S. is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in SCOR U.S.' charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of SCOR U.S. by any person; (h) Causing a class of securities of SCOR U.S. to be delisted from a national securities exchange or to cease to be authorized to be quoted on any inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of SCOR U.S. becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. SCOR S.A. intends to continue to reevaluate its investment in SCOR U.S. and may, based on such re-evaluation, determine at a future date to change its current position with respect to any action enumerated above. Item 5. Interest in Securities of Issuer. (a) and (b). SCOR S.A. beneficially owns 14,547,756 shares of Common Stock. Such shares represent approximately 80 percent of the 18,164,620 shares of Common Stock outstanding. All of such 14,547,756 shares are held of record by SCOR S.A. By virtue of the fact that HCS owns 48.65 percent of the shares of SCOR S.A., HCS may be deemed to share the voting and dispositive power of the 10 14,547,756 shares of Common Stock. HCS disclaims any voting or dispositive power over the shares of Common Stock held by SCOR S.A. (c) During the past 60 days, SCOR S.A. has not acquired any additional shares of Common Stock of SCOR U.S. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships between HCS and SCOR S.A. or, to the best of their knowledge, any executive officer or director of either of them and any other person with respect to the securities of SCOR U.S., including any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of SCOR U.S., finder's fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profit, division of profit or loss, or the giving or withholding of proxies. 11 Item 7. Material to be Filed as Exhibits. Page Exhibit 1 -- Agreement and Plan of Merger, dated as of March 6, 1990, by and among SCOR U.S. Corporation, Rockleigh Management Corporation, Societe Commerciale de Reassurance, and UAP Reassurances (incorporated by reference to Exhibit 1 to the Schedule 13D filed by HCS and SCOR S.A. with the Securities and Exchange Commission on November 2, 1990 with respect to the Common Stock). Exhibit 2 -- Letter, dated September 25, 1995, from SCOR 22 S.A. to the Board of Directors of SCOR U.S. Corporation relating to the proposed transaction (filed herewith). Exhibit 3 -- Press Release, dated September 26, 1995 issued by 24 SCOR S.A. in connection with the proposed transaction (filed herewith). 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 26, 1995 HCS By: /s/ Jacques Blondeau Jacques Blondeau Title: Chairman SCOR S.A. By: /s/ Jacques Blondeau Jacques Blondeau Title: Chairman and Chief Executive Officer 13 ANNEX INDEX Sequential Annex Description Page No. A List of Executive 14 Officers and Directors of HCS B List of Executive 17 Officers and Directors of SCOR S.A. 14 ANNEX A Executive Officers and Directors of HCS The following table sets forth the name, residence or business address and present principal occupation or employment of each executive officer and director of HCS and the name, principal business and address of any corporation or organization in which such employment is conducted. Unless otherwise indicated, the business address of each of the following persons is Immeuble SCOR, 1 Avenue du President Wilson, 92074, Paris La Defense 8, France, Cedex 39. Each of the following persons is a citizen of France. 15 APPENDIX A HCS Directors and Executive Officers (a) Name and (b) Present Principal Business Address Business Activity, Occupation or Employment Jacques Blondeau Chairman of the Board and Chief Executive Officer SCOR S.A. Gerard de la Martiniere Director General Groupe AXA (Holdings and Central 21/23 avenue Matignon Services) 75008 Paris, France Groupe AXA Louis Chodron de Courcel Deputy Director General Banque Nationale de Paris Banque Nationale de Paris 1/3 rue Laffite 75009 Paris, France Roger Papaz Director Assurances Generales Assurances Generales de France de France 87 rue de Richelieu 75060 Paris, France Didier Pfeiffer Vice Chairman and President Union des Assurances Union des Assurances de Paris de Paris 9 place Vendome 75001 Paris, France Jacques Vandier Chairman M.A.C.I.F. M.A.C.I.F. 2/4 rue de Pied de Fond 79037 Niort Cedex, France 16 (a) Name and (b) Present Principal Business Address Business Activity, Occupation or Employment Regis de Laroulliere Vice President Union des Assurances Union des Assurances de de Paris 9 place Vendome Paris 75001 Paris, France 17 ANNEX B Executive Officers and Directors of SCOR S.A. The following table sets forth the name, residence or business address and present principal occupation or employment of each executive officer and director of SCOR S.A. and the name, principal business and address of any corporation or organization in which such employment is conducted. Unless otherwise indicated, the business address of each of the following persons is Immeuble SCOR, 1 Avenue du President Wilson, 92074, Paris La Defense 8, France, Cedex 39. Each of the following persons is a citizen of France. 18 Appendix B SCOR S.A. Directors and Executive Officers (b) Present Principal (a) Name and Business Activity, Business Address Occupation or Employment Directors: Jacques Blondeau Chairman of the Board and Chief Executive Officer SCOR S.A. Didier Pfeiffer Vice Chairman and President Union des Assurances Union des Assurances de Paris de Paris 9 place Vendome 75001 Paris, France Regis Bouche Chairman Caisse Centrale Des Caisse Centrale des Mutuelles Agricoles Mutuelles Agricoles 8-10 Rue d'Astorg 75008 Paris, France Louis Chodron de Courcel Deputy Director General Banque Nationale de Banque Nationale de Paris Paris 1/3 rue Laffite 75005 Paris, France Pierre Florin Deputy Chief Operating Officer Groupe AXA Groupe AXA 21/23 avenue Matignon 75008 Paris, France 19 SCOR S.A. Directors and Executive Officers (b) Present Principal (a) Name and Business Activity, Business Address Occupation or Employment Thierry Fouquet Director SCOR S.A. Jean-Jacques Bonnaud Chairman and Chief Executive Groupe des Assurances Officer Nationales Groupe des Assurances 2, rue Pillet-Will Nationales 75448, Paris, France Luc Rouge Director SCOR S.A. Pierre Labadie Chairman of Management UAP International Committee Tour Voltaire UAP International 1 Place des Degres 92059 Paris - La Defense Jean-Louis Meunier Chairman of Management Union des Assurances Committee de Paris Union des Assurances de Paris Tour Assur Life and I.A.R.D. Cedex 14 92038 Paris, La Defense, France Roger Papaz Director Assurances Generales de France Assurances Generales 87 rue de Richelieu de France 75060 Paris, France 20 SCOR S.A. Directors and Executive Officers (b) Present Principal (a) Name and Business Activity, Business Address Occupation or Employment Patrick Peugeot Vice Chairman La Mondiale Director General 32, avenue Emile Zola La Mondiale 59370 MONE EMBAROEUL, FRANCE Alexis Ruset Chairman and Caisse Centrale de Chief Executive Officer Reassurance Caisse Centrale de 31, rue Henri Rochefort Reassurance 75017 Paris, France Jacques Vandier Chairman M.A.C.I.F. M.A.C.I.F. 2/4 rue de Pied de Fond 79037 Niort Cedex, France 21 SCOR S.A. Directors and Executive Officers Executive Officers Jacques Blondeau Chairman and Chief Executive Officer SCOR S.A. Serge Osouf Director General Reinsurance Investments SCOR S.A. Francois Reach Deputy Director General SCOR S.A. Pierre-Denis Deputy Director General Champvillard SCOR S.A. Michel Laparra General Controller SCOR S.A. EX-2 2 EXHIBIT 2-LETTER DATED 9/25/95 1 Exhibit 2 PRIVILEGED AND CONFIDENTIAL September 25, 1995 Board of Directors SCOR U.S. Corporation Two World Trade Center, 23rd Floor New York, NY 10048-0178 Dear Sirs, On behalf of SCOR S.A. ("Parent"), I am pleased to make a proposal to acquire all of the outstanding shares of common stock, par value $0.30 per share (the "Common Stock"), of SCOR U.S. Corporation (the "Company") not currently owned by Parent at a price of $14 per share in cash. As you know, Parent has owned a substantial majority of the outstanding shares of Common Stock since before the public offering by the Company of its Common Stock in 1986, and Parent currently owns approximately 80% of the Company's outstanding Common Stock. Parent believes it would be in the mutual best interest of Parent, the Company and the shareholders of the Company for Parent to acquire the shares of Common Stock that it does not already own on the terms and conditions set forth in this letter. Accordingly, Parent hereby submits for your consideration the following proposal. Parent is prepared to enter into a merger agreement pursuant to which a newly organized United States subsidiary of Parent would acquire all issued and outstanding shares of Common Stock that are not currently directly or indirectly owned by Parent at a price of $14 per share in cash. The merger agreement could be in a form customary for transactions of this type. Our proposal presumes that there has been no material adverse change since June 30, 1995 in the results of operations, business or financial condition of the Company and its subsidiaries taken together. The transactions contemplated by this proposal would also give the holders of the Company's outstanding 5 1/4% Convertible Subordinated Debentures due April 1, 2000 (the "Debentures") the right to require the Company to repurchase the Debentures at a repurchase price equal to 100% of the principal amount thereof together with accrued and unpaid interest to the date of such repurchase. 2 We believe that this proposal is fair to the minority stockholders of the Company. It provides a substantial premium to current market prices to holders of the Company's Common Stock and enables the Company's shareholders to receive cash for their shareholdings now at a premium per share price which they are unable to recognize in the market. The $14 offer price represents a premium of 59.5% over the weighted average of the market price of the Company's Common Stock during the period from January 1, 1995 to September 15, 1995, a premium of 24.4% over the market price of the Company's Common Stock as of September 19, 1995, a multiple of 18.7 times the latest twelve months' income and a multiple of 15.9 times publicly forecasted earnings per share for 1995. We are in a position to proceed on an expedited basis and urge that the Company act responsibly and, in order to minimize uncertainty, as quickly as possible, in considering our proposal. We expect that the directors of the Company who are not affiliated with Parent may wish to engage independent legal and financial advisors. If that is so, we would request that they do so quickly. We would like to make it clear that Parent's interest in the Company is not for sale and thus this proposal is not made in view of the sale of the Company to a third party. We welcome the opportunity to meet with the Directors and further outline our proposal at Director's meetings to be held on September 28 and 29. Sincerely yours, /s/ Jacques Blondeau Jacques Blondeau EX-3 3 EXHIBIT 3-PRESS RELEASE DATED 9/26/95 1 Exhibit 3 PRESS RELEASE September 26, 1995. Paris, France. SCOR S.A. announced today that it intends to propose to the Board of Directors of SCOR U.S. Corporation (NYSE:SUR) that SCOR U.S. Corporation become a wholly owned subsidiary of SCOR S.A. in a transaction in which the public shareholders of SCOR U.S. Corporation would receive $14 per share in cash. If such a transaction is completed, holders of the 5 1/4% Convertible Subordinated Debentures due April 1, 2000 of SCOR U.S. Corporation would have the right to require SCOR U.S. Corporation to repurchase such Convertible Debentures at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to the repurchase date. SCOR S.A. currently owns approximately 80% of the outstanding shares of common stock of SCOR U.S. Corporation. Approximately 3,616,864 shares of the SCOR U.S. Corporation's common stock are owned by the public. SCOR U.S. Corporation, through its direct and indirect subsidiaries, SCOR Reinsurance Company, General Security Insurance Company, The Unity Fire and General Insurance Company and General Security Indemnity Company, provides property and casualty insurance and reinsurance. SCOR U.S. Corporation, a Delaware corporation, is headquartered in New York and operates throughout the United States with SCOR Reinsurance Company facultative branches in Chicago, Dallas, Hartford, New York City and San Francisco. SCOR S.A., a French Company, operates principally as a reinsurance company. Together with its subsidiaries, it ranks as the largest professional reinsurer in France and among the largest in the world. Sept. 26, 1995 --End-- -----END PRIVACY-ENHANCED MESSAGE-----