-----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, Mx5GrRd51WyG8ouggN0sw6xCU5oESt2YdN0tl9Wu14RZgtyP6QZ8A0iLZDn7TKfQ W5959QBWM0sGDP/odhMUwQ== 0000891836-95-000155.txt : 19951215 0000891836-95-000155.hdr.sgml : 19951215 ACCESSION NUMBER: 0000891836-95-000155 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951214 SROS: NONE GROUP MEMBERS: SCOR MERGER SUB CORP GROUP MEMBERS: SCOR SA 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: 95601698 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 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39126 FILM NUMBER: 95601699 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: SCOR MERGER SUB CORP CENTRAL INDEX KEY: 0001003225 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: SULLIVAN & CROMWELL STREET 2: 125 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2125583687 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOR MERGER SUB CORP CENTRAL INDEX KEY: 0001003225 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: SULLIVAN & CROMWELL STREET 2: 125 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2125583687 SC 14D1/A 1 SCHED. 14D-1/A, AMEND #3 & SCHED 13 D1-A AMEND #7 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1/A (AMENDMENT NO. 3) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D/A (AMENDMENT NO. 7) Under the Securities Exchange Act of 1934 SCOR U.S. Corporation (Name of Subject Company) SCOR Merger Sub Corporation SCOR S.A. (Bidders) COMMON STOCK, PAR VALUE $0.30 PER SHARE (Title of Class of Securities) 78 4027 10 4 (CUSIP Number of Class of Securities) John T. Andrews, Jr. Vice President General Counsel and Secretary SCOR U.S. Corporation Two World Trade Center New York, New York 10048-0178 (212) 390-5200 Copy to: Allan M. Chapin, Esq. Sullivan & Cromwell 250 Park Avenue New York, New York 10048-0178 (212) 558-4000 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Bidder) 2
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) [ ] 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 AGGREGATE AMOUNT BENEFICIALLY OWNED 18,021,229 shares BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ] SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.18% 10 TYPE OF REPORTING PERSON HC, IC, CO
3
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SCOR Merger Sub Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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 Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 3,473,473 shares BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ] SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 19.12% 10 TYPE OF REPORTING PERSON CO
4 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1, dated November 9, 1995, as amended by Amendment No. 1 thereto dated December 6, 1995 and Amendment No. 2 thereto dated December 7, 1995 (as so amended, the "Schedule 14D-1"), filed by SCOR Merger Sub Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of SCOR S.A., a societe anonyme organized under the laws of The French Republic ("Parent"), and by Parent relating to the tender offer by the Purchaser to purchase all the outstanding shares of Common Stock, par value $0.30 per share (the "Shares"), of SCOR U.S. Corporation, a Delaware corporation (the "Company"), not already directly or indirectly owned by Parent, at a price of $15.25 per Share net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 9, 1995 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal", together with the Offer to Purchase, the "Offer"), both of which were annexed to and filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. This amendment is being filed by the Purchaser and Parent. Capitalized terms used and not defined herein shall have the meaning set forth in the Schedule 14D-1 and the Offer to Purchase filed as Exhibit (a)(1) thereto. By this amendment the Schedule 14D-1 is hereby amended in the respects set forth below. This Amendment No. 3 to Schedule 14D-1 also constitutes (i) the final amendment to the Schedule 14D-1 pursuant to General Instruction D to Schedule 14D-1 under the Exchange Act and (ii) Amendment No. 7 to the Statement on Schedule 13D under the Exchange Act originally filed by Parent with the Commission on November 2, 1990, as most recently amended on December 7, 1995 by Amendment No. 2 to the Schedule 14D-1 relating to the Offer. Item 1. Security and Subject Company. Item 1(b) is hereby supplemented and amended by adding the following information thereto: On December 13, 1995, the Purchaser notified the Depositary that it was accepting for payment all Shares validly tendered pursuant to the Offer and not withdrawn prior to 12:00 midnight, New York City time, on Tuesday, December 12, 1995. As of that time, an aggregate of 3,473,473 Shares had been validly tendered (an aggregate of 6,766 of which Shares were tendered by way of notice of guaranteed delivery procedures). Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5(a) is hereby supplemented and amended by adding the following information thereto: As set forth in the "INTRODUCTION" of the Offer to Purchase, the Parent, as the direct and indirect beneficial owner of more than 90% of the outstanding Shares, intends to contribute its Shares to the Purchaser and cause the Purchaser to effect the Merger without the vote of the Company's stockholders pursuant to the short-form merger provisions of Section 253 of the Delaware General Corporation Law. Item 6. Interest in Securities of the Subject Company. Items 6(a)-(b) are hereby supplemented and amended by adding the following information thereto: On December 13, 1995, the Purchaser purchased an aggregate of 3,473,473 Shares (6,766 of which are subject to delivery pursuant to notice of guaranteed delivery procedures) pursuant to the Offer at the offer price of $15.25 per Share, net to the seller in cash, 5 without interest thereon. As a result of such purchase, Parent will directly and indirectly beneficially own 18,021,229 Shares, which constitute approximately 99.18% of the outstanding shares of Common Stock of the Company. Item 10. Additional Information. Item 10(f) is hereby supplemented and amended by adding the following information thereto: The press release of Parent dated December 13, 1995 relating to the completion of the Offer and the acceptance for payment by the Purchaser of all Shares validly tendered pursuant to the Offer is incorporated by reference herein and is attached hereto as Exhibit (a)(10). Item 11. Material to be filed as Exhibits. (a)(10) Press Release issued by Parent, dated December 13, 1995. 6 SIGNATURE After due 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: December 14, 1995 SCOR S.A. By: /s/ Jacques Blondeau Name: Jacques Blondeau Title: Chairman and Chief Executive Officer SCOR Merger Sub Corporation By: /s/ Jacques Blondeau Name: Jacques Blondeau Title: President 7 EXHIBIT INDEX Exhibit Number Exhibit Name Page Number (a)(10) Press release issued by Parent, dated December 13, 1995. EX-99.(A)(10) 2 PRESS RELEASE 1 Exhibit (a)(10) SCOR PRESS RELEASE Contact: Jean Alisse General Counsel SCOR S.A. (33-1) 46-98-73-63 FOR IMMEDIATE RELEASE SCOR S.A. ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR COMMON STOCK OF SCOR U.S. CORPORATION December 13, 1995. Paris, France. SCOR S.A. today announced the successful completion of the tender offer (the "Offer") by SCOR Merger Sub Corporation, a Delaware corporation wholly owned by SCOR S.A., to purchase all of the outstanding shares of Common Stock of SCOR U.S. Corporation (NYSE:SUR), a Delaware corporation ("SCOR U.S."), not beneficially owned directly or indirectly by SCOR S.A. As of 12:00 midnight, New York City time, on Tuesday, December 12, 1995, the deadline for tendering shares, an aggregate of 3,473,473 shares of Common Stock of SCOR U.S. were validly tendered, of which an aggregate of 6,766 shares had been tendered pursuant to notice of guaranteed delivery procedures. The tendered shares, together with the SCOR U.S. shares owned directly or indirectly by SCOR S.A., represent approximately 99.18% of the total outstanding shares of Common Stock of SCOR U.S. Accordingly, the minimum tender condition, which required that the tendered shares, together with the SCOR U.S. shares owned directly or indirectly by SCOR S.A., constitute at least 90% of the outstanding shares of SCOR U.S. as of the date of acceptance of the shares pursuant to the Offer, has been satisfied. SCOR S.A. also announced that as of 12:00 midnight, New York City time, on Tuesday, December 12, 1995, the Offer expired and was terminated and that the tendered shares will be accepted by it for payment of $15.25 per share, net to the seller in cash, without interest --More-- 9 thereon. Following acceptance of the tendered shares, approximately 150,000 of the outstanding shares will be owned by persons other than SCOR S.A. and SCOR Merger Sub Corporation. SCOR S.A. will now cause a short-form merger of SCOR Merger Sub Corporation with and into SCOR U.S. Corporation to be effected without a vote of the stockholders of SCOR U.S. pursuant to the short-form merger provisions of the Delaware General Corporation Law. Pursuant to that short- form merger, shares not purchased in the Offer will be converted into the right to receive $15.25 in cash, without interest thereon. It is currently anticipated that such short-form merger will occur on or about December 21, 1995. 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. SCOR U.S., a holding company, provides property and casualty insurance and reinsurance in the treaty and facultative market through its operating subsidiaries. All of SCOR U.S.'s operating insurance and reinsurance subsidiaries are rated "A" (excellent) by A.M. Best Company. --End-- -----END PRIVACY-ENHANCED MESSAGE-----