-----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, WAF6PQ6WiFP9OEt/TB42K8GfzHeQ1Yw4qC7zXRoqqNIfT8Gd28e4C+6ET8OOLEka xqPhsxZyDckrpveHQshYgg== 0000891836-95-000149.txt : 19951208 0000891836-95-000149.hdr.sgml : 19951208 ACCESSION NUMBER: 0000891836-95-000149 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951207 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39126 FILM NUMBER: 95600018 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 13E3/A BUSINESS ADDRESS: STREET 1: SULLIVAN & CROMWELL STREET 2: 125 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2125583687 SC 13E3/A 1 SCHEDULE 13E-3/A AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A (AMENDMENT NO. 2) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) SCOR U.S. Corporation (Name of the Issuer) SCOR U.S. Corporation SCOR Merger Sub Corporation SCOR S.A. (Name of Person(s) Filing Statement) 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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) Copy to: Allan M. Chapin, Esq. Sullivan & Cromwell 250 Park Avenue New York, New York 10177 (212) 558-4000 November 9, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) 2 This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction Statement on Schedule 13E-3, dated November 9, 1995, as amended by Amendment No. 1 thereto dated December 6, 1995 (the "Schedule 13E-3"), 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"), Parent and SCOR U.S. Corporation, a Delaware corporation (the "Company"), pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in connection with the tender offer by the Purchaser to purchase all of the outstanding shares of Common Stock, par value $0.30 per share (the "Shares"), of 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"). This amendment is being filed by the Purchaser, Parent and the Company. Capitalized terms used and not defined herein shall have the meanings set forth in the Tender Offer Statement on Schedule 14D-1 under the Exchange Act (the "Schedule 14D-1"), filed by the Purchaser and Parent with the Securities and Exchange Commission on November 9, 1995, as amended by Amendment No. 1 thereto dated December 6, 1995, and the Offer to Purchase filed as Exhibit (a)(1) thereto. By this amendment the Schedule 13E-3 is hereby amended in the respects set forth below. Item 4. Terms of the Transaction. Item 4(a) is hereby supplemented and amended by adding the following information thereto: (a) The answer to Item 10(f) of the Schedule 14D-1, as amended by Amendment No. 2 thereto, dated December 7, 1995, is incorporated herein by reference. Item 17. Material to be Filed as Exhibits. Item 17 is hereby supplemented and amended by adding the following information thereto: (d)(9) Press Release issued by Parent, dated December 7, 1995. 3 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 7, 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 SCOR U.S. Corporation By: /s/ John T. Andrews Name: John T. Andrews, Jr. Title: Senior Vice President, General Counsel and Secretary 4 EXHIBIT INDEX Exhibit Number Exhibit Name Page Number (d)(9) Press release issued by Parent, dated December 7, 1995. EX-99.(D)(9) 2 PRESS RELEASE 1 Exhibit (d)(9) SCOR PRESS RELEASE Contact: Jean Alisse John T. Andrews, Jr. General Counsel General Counsel SCOR S.A. SCOR U.S. Corporation (33-1) 46-98-73-63 (212) 390-5224 FOR IMMEDIATE RELEASE SCOR S.A. EXTENDS TENDER OFFER FOR COMMON STOCK OF SCOR U.S. CORPORATION UNTIL MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 12, 1995 December 7, 1995. Paris, France and New York, New York. SCOR S.A. today announced that it was extending the tender offer (the "Offer") by SCOR Merger Sub Corporation ("Merger Sub"), 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. The tender offer is being extended in order to give stockholders of SCOR U.S. time to consider an amendment to the Schedules 14D-1 and 13E-3 filed by SCOR S.A. and Merger Sub in connection with the Offer in which SCOR S.A. stated that it would not seek to assert the release contained in the Letter of Transmittal distributed in connection with the Offer against tendering stockholders. The amendment stated, however, that SCOR S.A. and SCOR U.S. would assert any defenses or estoppels that may arise out of a tender by operation of law. The Offer has been extended until midnight, New York City time, on Tuesday, December 12, 1995, at which time the Offer will expire, unless extended again. The Offer had been scheduled to expire at midnight, New York City time, on Friday, December 8, 1995. As disclosed in the Offer to Purchase relating to the Offer, if the conditions to the Offer are satisfied, --More-- 2 SCOR S.A. will hold, directly or indirectly, 90% or more of the outstanding shares of SCOR U.S. Common Stock, and SCOR S.A. intends to contribute its shares of SCOR U.S. Common Stock to Merger Sub and cause Merger Sub to effect the merger of Merger Sub with and into SCOR U.S. without a vote of the stockholders of SCOR U.S. pursuant to the short-form merger provisions of the Delaware General Corporation Law. In such merger, each outstanding share of SCOR U.S. Common Stock, other than shares of SCOR U.S. Common Stock owned directly or indirectly by SCOR S.A. and shares of SCOR U.S. Common Stock held by stockholders who have properly exercised their appraisal rights in accordance with Section 262 of the Delaware General Corporation Law, will be converted into the right to receive an amount in cash equal to the price per share of SCOR U.S. Common Stock paid pursuant to the Offer. It is currently contemplated that if the conditions to the Offer are satisfied such merger would be effected on or about December 21, 1995. As of 1:30 p.m., New York City time, on Thursday, December 7, 1995, an aggregate of 1,928,889 shares of SCOR U.S. Common Stock had been tendered pursuant to the Offer. The tendered shares, together with the shares of SCOR U.S. Common Stock beneficially owned directly or indirectly by SCOR S.A., represent approximately 90.6% of the total outstanding common stock of SCOR U.S. Copies of the amendment to the Schedules 14D-1 and 13E-3 described above may be obtained from D.F. King & Co., Inc., the Information Agent for the Offer. Additional information concerning SCOR S.A., Merger Sub, SCOR U.S. and the Offer, including copies of the amendment, is available for inspection during normal business hours at the principal offices of the Securities and Exchange Commission and The New York Stock Exchange, Inc. 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-----