<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE
13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
----------------
AMENDMENT NO. 2
(FINAL AMENDMENT)
----------------
LASALLE RE HOLDINGS LIMITED
(NAME OF ISSUER)
LASALLE RE HOLDINGS LIMITED
(NAME OF PERSON(S) FILING STATEMENT)
COMMON SHARES G5383Q 10 1
PAR VALUE $1.00 PER SHARE (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
----------------
CT CORPORATION SYSTEM
16633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 664-1666
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
----------------
COPIES TO:
RICHARD W. SHEPRO
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603-3441
(312) 782-0600
MARCH 28, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT
OR GIVEN TO SECURITY HOLDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
LaSalle Re Holdings Limited, a company organized under the laws of Bermuda
(the "Company"), hereby amends and supplements its Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") filed with the Securities and
Exchange Commission on March 28, 1997 relating to its offer to purchase up to
3,703,703 of its common shares, par value $1.00 per share (the "Shares"), at
prices, net to the seller in cash, not greater than $30.00 nor less than
$27.00 per Share, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated March 28, 1997 and the related Letter of
Transmittal (which, as they may be amended from time to time, are herein
collectively referred to as the "Offer").
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
(a)(10) Form of press release, issued by the Company on May 6, 1997,
announcing the final proration factor for the Offer.
</TABLE>
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.
/s/ Andrew Cook
By: _________________________________
Name: Andrew Cook
Title: Chief Financial Officer and
Treasurer
May 6, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- ------------------------------------------------------------
<C> <S>
(a)(10) Form of press release, issued by the Company on May 6, 1997,
announcing the final proration factor for the Offer.
</TABLE>
<PAGE>
(Letterhead of LaSalle Re Holdings Limited)
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACTS: Andrew Cook
Chief Financial Officer
Diane Newman
Investor Relations Manager
TEL: (441) 292-3339
LASALLE RE HOLDINGS ANNOUNCES FINAL RESULTS
OF ITS "DUTCH AUCTION" SELF-TENDER OFFER
HAMILTON, BERMUDA, May 6, 1997, LaSalle Re Holdings Limited (NYSE:LSH)
announced today the final results of its Dutch auction self-tender offer which
expired Friday, April 25, 1997 at 12:00 midnight, New York City time. The
company had announced the preliminary results of the offer on April 28, 1997.
A total of 9,733,297 common shares and common share equivalents were
tendered in the offer, at prices ranging from $27.00 to $30.00. Of the shares
tendered, 5,508,314 were tendered at a price of $27.00 per share. In
accordance with the offer, the company will purchase 3,703,703 shares of its
stock at a price of $27.00 per share. The final proration factor for the
shares tendered at $27.00 per share, other than shares tendered by odd lot
holders, is approximately 67.24%.
The depositary for the offer will promptly issue payment for the shares
accepted under the offer and return all shares not accepted. After purchasing
such shares for cancellation pursuant to the offer, the company will have
approximately 21,864,183 common shares and common share equivalents
outstanding.
On Friday, March 28, 1997, the company announced and commenced its offer to
purchase, at a price range of $27.00 to $30.00 per share, up to 3,703,703 of
its outstanding common shares, or approximately 22% of its then outstanding
shares (approximately 45% of the publicly held shares), and approximately 15%
of the aggregate of its (i) shares outstanding, (ii) shares reserved for
issuance upon exercise of exercisable options thereon, (iii) shares reserved
for the exchange of the exchangeable non-voting shares, and (iv) shares
reserved for issuance upon exercise of options on the exchangeable non-voting
shares.
LaSalle Re Holdings Limited, through its operating company, LaSalle Re
Limited, writes high severity, low frequency reinsurance, primarily property
catastrophe reinsurance, on a worldwide basis.
