<PAGE>
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE
13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E) (1)
OF THE SECURITIES ACT OF 1934)
----------------
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
1633 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(S) FILING STATEMENT)
COPIES TO:
RICHARD W. SHEPRO
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603
(312) 782-0600
MARCH 28, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT
OR GIVEN TO SECURITY HOLDERS)
----------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
<S> <C>
$100,000,000.00 $20,000.00
</TABLE>
- --------
*Assumes the purchase for cancellation of 3,703,703 Common Shares at a price
no greater than $30.00 nor less than $27.00 per share.
[_]Check here if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
of Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: Not Applicable
FORM OR REGISTRATION NO.: Not Applicable
FILING PARTY: Not Applicable
DATE FILED: Not Applicable
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this statement relates is LaSalle
Re Holdings Limited, a company organized under the laws of Bermuda (the
"Company"), and the address of its principal executive office is 25 Church
Street, Hamilton HM FX, Bermuda. Notwithstanding the foregoing, the Company
has appointed CT Corporation System, 1633 Broadway, New York, New York 10019,
its agent to receive service of process with respect to actions against it
arising out of or in connection with the United States federal securities laws
or out of violations of such laws in any federal or state court in the United
States relating to the transactions covered by this Schedule E-4.
(b) This Schedule relates to an offer (the "Offer") by the Company to
purchase for cancellation up to 3,703,703 of its Common Shares, par value
$1.00 per share (such shares, together with all Common Shares of the Company,
the "Shares"), at a price no greater than $30.00 nor less than $27.00 per
Share, net to the seller in cash, without interest thereon for up to an
aggregate price not exceeding $100 million. As of March 21, 1997, the Company
had 16,517,485 Shares outstanding and had 8,578,954 Shares reserved for
issuance upon exercise of exercisable options thereon, for the exchange of
exchangeable non-voting shares of LaSalle Re Limited, a company organized
under the laws of Bermuda and a subsidiary of the Company, and upon exercise
of options thereon. Additionally, the information contained in the Offer to
Purchase referred to in Item 9(a)(1) hereof (the "Offer to Purchase") under
the section captioned "Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares" is incorporated herein by reference.
(c) The information contained in the Offer to Purchase under the section
entitled "Price Range of Shares; Dividends" is incorporated herein by
reference.
(d) This statement is being filed by the Company.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information contained in the Offer to Purchase under the section
entitled "Source and Amount of Funds" is incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) The Company intends to purchase for cancellation up to 3,703,703 Shares.
Additionally, the information contained in the Offer to Purchase under the
sections entitled "Purpose of the Offer; The Capital Plan" and "Effects of the
Offer on the Market for Shares; Registration Under the Exchange Act" is
incorporated herein by reference.
(b)-(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in the Offer to Purchase under the Section
entitled "Interest of Directors and Officers; Transactions and Arrangements
Concerning the Shares" and in Schedule I to the Offer to Purchase is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information contained in the Offer to Purchase under the section
entitled "Interest of Directors and Officers; Transactions and Arrangements
Concerning Shares" and in Schedule I to the Offer to Purchase is incorporated
herein by reference.
<PAGE>
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information contained in the Offer to Purchase under the section
entitled "Fees and Expenses" is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The financial information contained in the Offer to Purchase under
the section entitled "Certain Information Concerning the Company" is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in the Offer to Purchase under the section
entitled "Acceptance for Payment and Payment for Shares" is incorporated
herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) The information contained in the Offer to Purchase is incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated March 28, 1997.
(a)(2) Form of Letter of Transmittal, dated March 28, 1997.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated March 28, 1997.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated March 28, 1997.
(a)(6) Form of Letter to Holders of Shares, dated March 28, 1997.
(a)(7) Press Release, dated March 28, 1997.
(a)(8) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Annual Report on Form 10-K of the Company for the year ended
September 30, 1996, incorporated by reference to Securities and Exchange
Commission File No. 0-27216.
(g)(2) Quarterly Report on Form 10-Q of the Company for the quarter ended
December 31, 1996, incorporated by reference to Securities and Exchange
Commission File No. 0-27216.
2
<PAGE>
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
Dated: March 28, 1997
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
(a)(1) Offer to Purchase, dated March 28, 1997.
(a)(2) Form of Letter of Transmittal, dated March 28, 1997.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated March 28, 1997.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees, dated
March 28, 1997.
(a)(6) Form of Letter to Holders of Shares, dated March 28, 1997.
(a)(7) Press Release, dated March 28, 1997.
(a)(8) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Annual Report on Form 10-K of the Company for the year ended
September 30, 1996, incorporated by reference to Securities
and Exchange Commission File No. 0-27216.
(g)(2) Quarterly Report on Form 10-Q of the Company for the quarter
ended December 31, 1996, incorporated by reference to
Securities and Exchange Commission File No. 0-27216.
</TABLE>
4
<PAGE>
OFFER TO PURCHASE FOR CASH
BY
LASALLE RE HOLDINGS LIMITED
FOR UP TO
3,703,703 OF ITS COMMON SHARES
AT
NO GREATER THAN $30.00 NOR LESS THAN $27.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON APRIL 25, 1997, UNLESS THE OFFER IS EXTENDED.
LaSalle Re Holdings Limited, a company organized under the laws of Bermuda
(the "Company"), invites tender of up to 3,703,703 of its Common Shares, $1.00
par value per share (such shares, together with all other outstanding Common
Shares of the Company, are herein referred to as the "Shares"), at a price no
greater than $30.00 nor less than $27.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth herein and in the related Letter of Transmittal (which together
constitute the "Offer"). Upon the terms and subject to the conditions of the
Offer, including the provisions thereof relating to proration and "odd lot"
tenders, the Company will purchase for cancellation all Shares validly
tendered and not withdrawn.
The Offer is being made to all holders of Shares and exercisable options on
Shares, and to holders of Exchangeable Non-Voting Shares ("Exchangeable Non-
Voting Shares") of LaSalle Re Limited, a company organized under the laws of
Bermuda ("LaSalle Re"), and options thereon who tender such shares or options
with a request to the Board to permit exchange for Shares only upon acceptance
for payment. Unless the context requires otherwise, references herein to
tendered Shares include the Shares underlying any tendered options on Shares
as well as the Shares issuable upon exchange of Exchangeable Non-Voting Shares
or options thereon.
On February 27, 1997, the Board of Directors of the Company (the "Board")
approved a plan to return approximately $125 million of capital to the common
shareholders of the Company (the "Capital Plan") pursuant to the Offer or in
open market transactions. On March 27, 1997, the Company completed the sale
(the "Preferred Offering") of $75 million of newly issued Series A Preferred
Shares (the "Preferred Shares"). In the Offer, the Company intends to purchase
for cancellation, on the terms and subject to the conditions set forth herein
and in the related Letter of Transmittal, up to 3,703,703 Shares at a price no
greater than $30.00 nor less than $27.00 per Share, net to the seller in cash,
without interest thereon, for an aggregate price not exceeding $100 million.
See "Purpose of the Offer; The Capital Plan."
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (no greater than $30.00 nor less than
$27.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the lowest Purchase Price
that will allow it to buy 3,703,703 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as (i) are validly
tendered at prices no greater than $30.00 nor less than $27.00 per Share or
(ii) require payment of an aggregate Purchase Price equal to $100,000,000).
The Company will pay the Purchase Price for all Shares validly tendered at
prices at or below the Purchase Price and not withdrawn upon the terms and
subject to the conditions of the Offer, including the proration terms hereof.
The Company reserves the right, in its sole discretion, to purchase more than
3,703,703 Shares pursuant to the Offer.
The Shares are traded on the Nasdaq National Market. On March 27, 1997, the
last full day of trading prior to the Company's commencement of the Offer, the
closing sale price of the Shares on the Nasdaq National Market was $28.75 per
Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE
SHARES. SEE SECTION 7.
<PAGE>
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 11.
THE BOARD HAS APPROVED THE MAKING OF THE OFFER. HOWEVER, NEITHER THE COMPANY
NOR THE BOARD MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO
TENDER ANY OR ALL SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE
OR PRICES AT WHICH SHARES SHOULD BE TENDERED. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THE OFFER IN ITS ENTIRETY.
THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS PRESENTLY INTENDS TO TENDER ANY SHARES DIRECTLY OWNED BY THEM
PURSUANT TO THE OFFER. HOWEVER, SUCH DIRECTORS AND EXECUTIVE OFFICERS ARE NOT
PROHIBITED FROM, AND MAY SUBSEQUENTLY ELECT TO, PARTICIPATE IN THE OFFER.
CERTAIN FOUNDING SHAREHOLDERS, THE BENEFICIAL OWNERSHIP OF WHOSE SHARES MAY BE
ATTRIBUTED TO CERTAIN DIRECTORS, MAY TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER
TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES
AT WHICH SHARES SHOULD BE TENDERED.
IMPORTANT
Any shareholder desiring to tender all or any portion of his or her Shares
should either (1) complete and sign the enclosed Letter of Transmittal in
accordance with the instructions in the Letter of Transmittal, have his or her
signature thereon guaranteed if required by Instruction 1 of the Letter of
Transmittal and mail or deliver the Letter of Transmittal with his or her
certificate(s) evidencing his or her Shares and any other required documents
to the Depositary at the addresses and telephone numbers set forth on the back
cover of this Offer to Purchase, or follow the procedure for book-entry tender
of Shares set forth in Section 4 of this Offer to Purchase, or (2) request his
or her broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for him or her. Shareholders having Shares registered
in the name of a broker, dealer, commercial bank, trust company or other
nominee must contact such broker, dealer, commercial bank, trust company or
other nominee if they desire to tender their Shares so registered.
A shareholder who desires to tender Shares and whose certificates for such
Shares are not immediately available should tender such Shares by following
the procedures for guaranteed delivery set forth in Section 4 hereof.
Persons who desire to tender Shares obtained by exchanging Exchangeable Non-
Voting Shares should tender Exchangeable Non-Voting Shares or options thereon
with a request to the Board to permit exchange for Shares upon acceptance for
payment. This may be done in accordance with Section 4 hereof as provided in
Instruction 14 of the Letter of Transmittal.
Questions and requests for assistance may be directed to the Information
Agent at the addresses and telephone numbers set forth on the back cover of
this Offer to Purchase. Requests for additional copies of this Offer to
Purchase and the Letter of Transmittal may be directed to the Information
Agent.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
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<S> <C>
NOTE ON FORWARD-LOOKING STATEMENTS........................................ 4
SUMMARY................................................................... 5
INTRODUCTION.............................................................. 7
PURPOSE OF THE OFFER; THE CAPITAL PLAN.................................... 8
CERTAIN ADVANTAGES OF TENDERING OR NOT TENDERING IN THE OFFER............. 9
THE OFFER
1. Number of Shares; Proration......................................... 10
2. Acceptance for Payment and Payment for Shares....................... 12
3. Withdrawal Rights................................................... 14
4. Procedure for Tendering Shares...................................... 14
5. Certain Federal Income Tax Consequences............................. 16
6. Purchase of Shares and Payment of Purchase Price.................... 19
7. Price Range of Shares; Dividends.................................... 20
8. Certain Information Concerning the Company.......................... 20
9. Additional Information.............................................. 24
10. Source and Amount of Funds.......................................... 24
11. Certain Conditions of the Offer..................................... 24
12. Fees and Expenses................................................... 26
13. Interest of Directors and Officers; Transactions and Arrangements
Concerning Shares...................................................... 26
14. Effects of the Offer on the Market for Shares; Registration Under
the Exchange Act....................................................... 27
15. Miscellaneous....................................................... 27
Schedule I--Directors and Executive Officers of the Company............... 29
</TABLE>
3
<PAGE>
NOTE ON FORWARD-LOOKING STATEMENTS
This Schedule contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-
looking statements are statements other than historical information or
statements of current condition. Some forward-looking statements may be
identified by use of terms such as "believes," "anticipates," "intends," or
"expects." These forward-looking statements relate to the plans and objectives
of the Company for future operations, including the Company's policy
concerning dividends. In light of the risks and uncertainties inherent in all
future projections, the inclusion of forward-looking statements in this report
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. Numerous factors
could cause the Company's actual results to differ materially from those in
the forward-looking statements, including the following: (i) the occurrence of
catastrophic events with a frequency or severity exceeding the Company's
estimates; (ii) a decrease in the level of demand for property catastrophe
reinsurance; (iii) any lowering or loss of one of the financial ratings of the
Company's subsidiary, LaSalle Re, or the Company's non-admitted status in the
United States jurisdictions; (iv) a decrease in the cession of business from
CNA Financial Corporation to the Company; (v) loss of the services of any of
the Company's executive officers; (vi) the termination of any of the Company's
service agreements; (vii) the passage of federal or state legislation
subjecting the Company to supervision or regulation in the United States;
(viii) challenges by insurance regulators in the United States or the United
Kingdom to the Company's claim of exemption from insurance regulation under
current laws; or (ix) a contention by the United States Internal Revenue
Service that the Company or LaSalle Re is engaged in the conduct of a trade or
business within the U.S. The foregoing review of important factors should not
be construed as exhaustive; the Company undertakes no obligation to release
publicly the results of any future revisions it may make to forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
4
<PAGE>
SUMMARY
This general summary is provided solely for the convenience of holders of
Shares and is qualified in its entirety by reference to the full text of and
the more specific details contained in this Offer to Purchase and the related
Letter of Transmittal and any amendments hereto and thereto. Capitalized terms
used in this summary without definition shall have the meaning ascribed to
such terms in this Offer to Purchase.
The Company...................... LaSalle Re Holdings Limited, a company
organized under the laws of Bermuda.
The Shares....................... Common Shares, par value $1.00 per share,
of the Company.
Number of Shares Sought.......... Up to 3,703,703 Shares of the 16,517,485
Shares outstanding and the 8,578,954 Shares
reserved for issuance upon exercise of
exercisable options thereon, for the
exchange of Exchangeable Non-Voting Shares
and for issuance upon exercise of options
thereon.
Purchase Price................... The Company will determine a single per
Share net cash price, no greater than
$30.00 nor less than $27.00 per Share, that
it will pay for Shares validly tendered.
All Shares acquired in the Offer will be
acquired at the Purchase Price even if
tendered below the Purchase Price. Each
shareholder desiring to tender Shares must
specify in the Letter of Transmittal the
minimum price (no greater than $30.00 nor
less than $27.00 per Share) at which such
shareholder is willing to have Shares
purchased by the Company.
Expiration Date.................. April 25, 1997 at 12:00 midnight, New York
City time, unless extended by the Company.
How to Tender Shares............. See Section 4. For further information,
call the Information Agent or consult your
broker for assistance.
Odd Lot Owners................... There will be no proration of Shares
tendered by any shareholder beneficially
owning less than 100 Shares as of the close
of business on March 28, 1997 who tenders
all such Shares and completes the box
captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, the Notice
of Guaranteed Delivery. Shareholders
tendering Odd Lots will avoid the payment
of brokerage commissions and the applicable
odd lot discount payable in a sale of
Shares in a transaction effected on a
securities exchange.
Withdrawal Rights................ Shares tendered pursuant to the Offer may
be withdrawn at any time before the
Expiration Date and, unless theretofore
accepted for payment as provided herein,
may also be withdrawn after May 23, 1997.
See Section 3.
Purpose of Offer................. Following the completion of the Preferred
Offering and as a result of the Company's
financial condition and liquidity, its
access to the capital markets and to debt
financing, and current market conditions in
the Company's principal market, property
catastrophe reinsurance, the Board has
determined that the Company has the
capacity to return approximately $100
million of capital to its shareholders
through the Offer. See "Purpose of the
Offer; The Capital Plan."
5
<PAGE>
Market Price of Shares........... On March 27, 1997, the last full day of
trading prior to the Company's commencement
of the Offer, the closing sale price of the
Shares on the Nasdaq National Market was
$28.75 per Share. See Section 7.
Dividends........................ Shares validly tendered and purchased for
cancellation by the Company pursuant to the
Offer will not be entitled to any dividends
in respect of any dividends declared and
paid in later periods. See Section 7.
Brokerage Commissions............ Not payable by shareholders.
Transfer Tax..................... None, except as provided in Instruction 7
of the Letter of Transmittal.
Payment Date..................... As promptly as practicable after the
Expiration Date of the Offer.
Position of the Company and the Neither the Company nor the Board makes any
Board............................ recommendation to any shareholder as to
whether to tender or refrain from tendering
Shares or as to the price or prices at
which Shares should be tendered.
Further Information.............. Any questions, requests for assistance or
requests for additional copies of this
Offer to Purchase, the Letter of
Transmittal or other tender offer materials
may be directed to the Information Agent at
their respective addresses and telephone
numbers set forth on the back cover page of
this Offer to Purchase.
6
<PAGE>
To All Holders of Common Shares of
LaSalle Re Holdings Limited:
INTRODUCTION
The Company hereby offers to purchase for cancellation up to 3,703,703 of
its outstanding Shares at a price no greater than $30.00 nor less than $27.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal. Tendering shareholders will not be obliged to
pay brokerage fees or commissions or, except as set forth in Instruction 7 of
the Letter of Transmittal, transfer taxes on the purchase for cancellation of
Shares by the Company pursuant to the Offer.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (no greater than $30.00 nor less than
$27.00 per Share), net to the seller in cash, that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will
allow it to buy 3,703,703 Shares validly tendered and not withdrawn pursuant
to the Offer (or such lesser number of Shares as (i) are validly tendered at
prices no greater than $30.00 nor less than $27.00 per Share or (ii) require
payment of an aggregate Purchase Price of $100,000,000). The Company will pay
the Purchase Price for all Shares validly tendered prior to the Expiration
Date (as defined in Section 1) at prices at or below the Purchase Price and
not withdrawn upon the terms and subject to the conditions of the Offer,
including the proration terms described below. The Company reserves the right,
in its sole discretion, to purchase more than 3,703,703 Shares pursuant to the
Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 11.
The Shares are traded on the Nasdaq National Market. On March 27, 1997, the
last full day of trading before the Company's commencement of the Offer, the
closing sale price of the Shares on the Nasdaq National Market was $28.75 per
Share. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES. SEE SECTION 7.
THE BOARD HAS APPROVED THE MAKING OF THE OFFER. HOWEVER, NEITHER THE COMPANY
NOR THE BOARD MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO
TENDER ALL OR ANY SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE
OR PRICES AT WHICH SHARES SHOULD BE TENDERED. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THE OFFER IN ITS ENTIRETY.
As of March 21, 1997, the Company had issued and outstanding 16,517,485
Shares and had 8,578,954 Shares reserved for issuance upon exercise of
exercisable options thereon, for the exchange of Exchangeable Non-Voting
Shares and upon exercise of options thereon. As of March 21, 1997, the
3,703,703 Shares that the Company is inviting shareholders to tender pursuant
to the Offer represent approximately 22% of the Shares outstanding
(approximately 45% of the publicly held Shares) and approximately 15% of the
aggregate of Shares outstanding and Shares reserved for issuance upon exercise
of exercisable options thereon, for the exchange of Exchangeable Non-Voting
Shares and upon exercise of options thereon.
THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS PRESENTLY INTENDS TO TENDER ANY SHARES DIRECTLY OWNED BY THEM
PURSUANT TO THE OFFER. HOWEVER, SUCH DIRECTORS AND EXECUTIVE OFFICERS ARE NOT
PROHIBITED FROM, AND MAY ELECT TO, PARTICIPATE IN THE OFFER. CERTAIN FOUNDING
7
<PAGE>
SHAREHOLDERS, THE BENEFICIAL OWNERSHIP OF WHOSE SHARES MAY BE ATTRIBUTED TO
CERTAIN DIRECTORS, MAY TENDER SHARES PURSUANT TO THE OFFER. AS OF MARCH 21,
1997, THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (16 PERSONS)
BENEFICIALLY OWNED AN AGGREGATE OF 4,739,346 SHARES, REPRESENTING APPROXI-
MATELY 19% OF THE SHARES, ASSUMING THE EXERCISE OF ALL EXERCISABLE OPTIONS
THEREON, THE EXCHANGE OF ALL EXCHANGEABLE NON-VOTING SHARES AND THE EXERCISE
OF ALL OPTIONS THEREON.
PURPOSE OF THE OFFER; THE CAPITAL PLAN
Since its inception, the Company has endeavored to provide liquidity to
shareholders and to pursue a capital management strategy focused on balancing
capital levels with aggregate exposures while seeking to achieve strong
returns on shareholders' equity. Consistent with this strategy, in October
1996 the Company adopted a dividend policy pursuant to which it intends to
distribute in each fiscal year 50% to 60% of its net income from the prior
fiscal year, if any, on a quarterly basis. As part of its capital management
strategy, the Company had previously announced its intention to repurchase up
to $50 million of Shares in open market or privately negotiated transactions
from time to time depending on market conditions and the Company's capital and
liquidity requirements.
The Company completed a secondary offering of 3,910,000 Shares in December
1996. This offering increased the number of Shares held by the public (i.e.
persons not affiliated with the Company's founding shareholders) from
4,312,500 to 8,222,500 and reduced the percentage of Shares held by founding
shareholders to approximately 50%. In addition, as a result of the exchange of
certain Exchangeable Non-Voting Shares in connection with this offering, the
Company increased its ownership of the outstanding capital stock of LaSalle Re
from 63% to 73%.
In order to reduce its earnings volatility, protect its capital base and
support its dividend policy, the Company purchased a multi-year excess of loss
reinsurance program effective January 1, 1997. The program is event-based,
providing up to $100 million of coverage in excess of the first $100 million
of losses for the first loss occurrence and $100 million of coverage in excess
of the first $150 million of losses for the second loss occurrence, with a
$200 million aggregate coverage limit over a three-year period. The attachment
point is triggered by losses incurred by the Company rather than industry
losses. The reinsurance is provided by a company which holds a rating of "A+"
(Superior) from A.M. Best Company, Inc. ("A.M. Best") and a claims-paying
ability rating of "AA" from Standard and Poor's Rating Services ("S&P").
On February 27, 1997, the Board approved the Preferred Offering and,
contingent on the completion of the Preferred Offering, voted to expand the
Company's planned share repurchase program from the previously announced level
of $50 million to a new level of $125 million of Shares. The Company completed
the Preferred Offering on March 27, 1997. Accordingly, the Company is making
the Offer to purchase approximately $100 million of Shares. At a future date,
the Company also expects to repurchase up to $25 million of Shares through
open market or privately negotiated transactions. The Board also confirmed the
dividend policy pursuant to which the Company intends to distribute as
dividends to holders of Shares and Exchangeable Non-Voting Shares in each
fiscal year 50% to 60% of the amount by which its net income (before minority
interest) from the prior fiscal year exceeds the amount of dividends payable
on Preferred Shares in the current fiscal year.
The Company believes that its capital management strategy is consistent with
its policy to actively manage its capital and its goal to increase shareholder
value. Following consummation of the Offer, the Company believes that is cash,
short-term investments and borrowing capacity, together with anticipated cash
flows from operations, will be adequate for its needs in the foreseeable
future. However, the Company's actual experience may differ from the
expectations set forth in the preceding sentence, due to future events that
might have the effect of reducing the Company's available cash balances (such
as operating losses following catastrophes or other adverse events) or that
might reduce or eliminate the availability of external financial resources.
The Company's capital management strategy is subject to change at the
discretion of the Board, as the Company's ability to implement its capital
management strategy will depend on various factors, some of which are beyond
its control.
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The Board and management reviewed several alternative methods of enhancing
shareholder liquidity and returning capital to shareholders. The Board
determined that the Capital Plan is an advantageous method of returning
capital because it is accretive to earnings per Share and provides all
shareholders of the Company the opportunity to tender Shares at the Purchase
Price.
In establishing the Offer price, the Board considered the Company's past and
anticipated future operating results, the trading history of the Shares, the
composition of the Company's shareholder base, the size of the Offer in
relation to the number of Shares outstanding and selected similar transactions
completed over the last two years.
The purpose of the Offer is to allow those shareholders desiring to receive
cash for a portion of or, subject to proration, all of their Shares an
opportunity to do so.
THE BOARD HAS APPROVED THE MAKING OF THE OFFER. HOWEVER, NEITHER THE BOARD
NOR THE COMPANY, NOR ANY PERSON ACTING ON THEIR BEHALF, MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ANY OR ALL SHARES.
SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND,
IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES
SHOULD BE TENDERED. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER IN ITS
ENTIRETY.
CERTAIN ADVANTAGES OF TENDERING OR NOT TENDERING IN THE OFFER
In deciding whether to tender Shares pursuant to the Offer (and how many
Shares to tender), shareholders should consider the following possible
advantages of tendering or, alternatively, not tendering in the Offer.
CERTAIN POSSIBLE ADVANTAGES OF TENDERING IN THE OFFER
1. The Purchase Price may represent a premium over recent market prices for
the Shares, including the closing sale price on the last full Nasdaq National
Market trading day prior to the commencement of the Offer by the Company,
which was $28.75 per share.
2. The Offer gives shareholders an opportunity to dispose of Shares without
incurring any transaction costs.
3. The Offer provides liquidity benefits to shareholders who otherwise could
only sell in compliance with Rule 144 under the Securities Act of 1933, as
amended.
4. Because the volume of Shares typically traded on a daily basis is small
relative to the shareholdings of some of the Company's shareholders, a
shareholder wishing to sell a substantial block of Shares may find it
difficult to sell that block on Nasdaq National Market without adversely
affecting the market price received for that block. The Offer, if not subject
to proration, may enable holders of blocks to avoid that problem in disposing
of a portion of their Shares. See Section 1.
5. The purchase for cancellation by the Company of Shares pursuant to the
Offer could have an adverse effect on the liquidity and market value of the
Shares remaining outstanding following the consummation of the Offer.
6. Consummation of the Offer will have the effect of reducing the Company's
cash available to pay dividends on the Preferred Shares and to pay dividends
on Shares in accordance with the Company's capital management strategy. In
addition, funds available for working capital, capital expenditures,
acquisitions and general corporate purposes will be reduced as a result of the
Offer. However, the Company expects to have sufficient cash available
following consummation of the Offer for such purposes and to meet the
financial covenants of the Company's credit facility.
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7. Assuming the Offer is fully subscribed, the pro forma book value as of
December 31, 1996 of Shares not purchased for cancellation in the Offer will
be diluted by $1.07 per Share assuming a minimum price of $27.00 and $1.47 per
Share assuming a maximum price of $30.00.
CERTAIN POSSIBLE ADVANTAGES OF NOT TENDERING IN THE OFFER
1. Shareholders who do not tender Shares in the Offer will experience an
increase in their percentage Share ownership interests as a result of the
consummation of the Offer and an increase in their proportionate interest in
the Company's assets and equity, and therefore in the Company's future
earnings and assets, subject to the Company's right to issue additional Shares
and other equity securities in the future. As a result, such shareholders will
benefit from any future growth in the Company's business to a greater degree
than if they tender Shares, and any or all of such Shares are purchased, in
the Offer.
2. Upon consummation of the Offer, the Company's return on equity and
earnings per Share will be higher in subsequent periods than would have been
reported had the Offer not occurred, as a result of the Company's reduced
equity base and the smaller number of Shares outstanding following
consummation of the Offer.
3. The Purchase Price may represent a discount from recent market prices for
the Shares, including the closing sale price on the last full Nasdaq National
Market trading day prior to the commencement of the Offer by the Company,
which was $28.75 per Share, although there are no associated brokerage fees or
other transaction costs.
THE OFFER
1. NUMBER OF SHARES; PRORATION. Upon the terms and subject to the
conditions of the Offer, the Company will accept for payment and pay for up to
3,703,703 Shares or such lesser number of Shares as are validly tendered on or
before the Expiration Date and not theretofore withdrawn in accordance with
Section 3 of this Offer to Purchase at a net cash price (determined in the
manner set forth below) no greater than $30.00 nor less than $27.00 per Share.
The term "Expiration Date" means 12:00 midnight, New York City time, on April
25, 1997, unless and until the Company, in its sole discretion, shall have
extended the period of time for which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at which the Offer,
as so extended by the Company, shall expire. The Company will, upon the terms
and subject to the conditions of the Offer, determine a single per Share
Purchase Price that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer, taking into account the number of Shares so tendered
and the prices specified by tendering shareholders. The Company will select
the lowest Purchase Price that will allow it to buy 3,703,703 Shares validly
tendered and not withdrawn pursuant to the Offer (or such lesser number as (i)
are validly tendered at prices no greater than $30.00 nor less than $27.00 per
Share or (ii) require payment of an aggregate Purchase Price of $100,000,000).
The Company reserves the right to purchase for cancellation more than
3,703,703 Shares pursuant to the Offer. In accordance with applicable
regulations of the Securities and Exchange Commission (the "Commission"), the
Company may purchase for cancellation pursuant to the Offer an additional
amount of Shares not to exceed 2% of the outstanding Shares without amending
or extending the Offer.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 11.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder desiring to tender Shares must specify the price (no greater than
$30.00 nor less than $27.00 per Share) at which such shareholder is willing to
have the Company purchase Shares. As promptly as practicable following the
Expiration Date, the Company will, in its sole discretion, determine the
Purchase Price (no greater than $30.00 nor less than $27.00 per Share) that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will
10
<PAGE>
pay the Purchase Price, even if such Shares were tendered below the Purchase
Price, for all Shares validly tendered prior to the Expiration Date at prices
at or below the Purchase Price and not withdrawn, upon the terms and subject
to the conditions of the Offer. All Shares not purchased pursuant to the
Offer, including Shares tendered at prices greater than the Purchase Price and
Shares not purchased because of proration, will be returned to the tendering
shareholders at the Company's expense as promptly as practicable following the
Expiration Date.
If more than 3,703,703 Shares are validly tendered at or below the Purchase
Price on or before the Expiration Date and not withdrawn, and the Company does
not elect to increase the number of Shares being sought in the Offer or to
purchase additional Shares pursuant to Rule 13e-4(f)(1) under the Exchange Act
(as described below), or if Shares have been validly tendered at or below the
Purchase Price for an aggregate Purchase Price exceeding $100,000,000, the
Company will, upon the terms and subject to the conditions of the Offer,
accept for payment 3,703,703 Shares tendered at or below the Purchase Price as
follows: (i) all Shares validly tendered at or below the Purchase Price before
the Expiration Date by any shareholder (an "Odd Lot Holder") who owned
beneficially, as of the close of business on March 28, 1997, an aggregate of
fewer than 100 Shares ("Odd Lot Shares") and who tenders all of such Shares at
or below the Purchase Price and completes the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery,
will be purchased; and (ii) other Shares validly tendered at or below the
Purchase Price before the Expiration Date will be purchased on a pro rata
basis (with appropriate adjustments to avoid purchases of fractional Shares).
If not more than 3,703,703 Shares are validly tendered at or below the
Purchase Price on or before the Expiration Date and not withdrawn and if the
aggregate Purchase Price of such Shares does not exceed $100,000,000, the
Company will, upon the terms and subject to the conditions of the Offer,
accept for payment all such Shares.
As of March 21, 1997, there were approximately 50 holders of record of
Shares. Because of the relatively large number of Shares held in the names of
brokers and nominees, the Company is unable to estimate the number of
beneficial owners of fewer than 100 Shares or the aggregate number of Shares
they own. Any Odd Lot Holder wishing to tender all of his or her Shares free
of proration pursuant to this Section must complete the box captioned "Odd
Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery.
In the event that proration of tendered Shares is required, the Company will
determine the proration factor as soon as practicable following the Expiration
Date. Proration for each shareholder of tendered Shares, other than Odd Lot
Holders, shall be based on the ratio of the number of Shares tendered by such
shareholder at or below the Purchase Price to the total number of Shares
tendered by all shareholders, other than Odd Lot Holders, at or below the
Purchase Price. Shares tendered for purposes of proration shall include any
tendered exercisable options on Shares, Exchangeable Non-Voting Shares and
options thereon and shall assume that exercise, exchange or exercise and
exchange (as the case may be) shall have taken place. Because of the
difficulty of determining the precise number of Shares validly tendered and
not withdrawn and as a result of the "Odd Lots" procedure outlined above, if
proration is required, the Company will announce the preliminary and final
proration factors as soon as practicable after the Expiration Date.
Shareholders may obtain such preliminary and final information from the
Information Agent, and may be able to obtain such information from their
brokers.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 11 shall have occurred or shall be deemed by the Company
to have occurred, to extend the period of time during which the Offer is open
and thereby delay acceptance for payment of, and payment for, any Shares, by
giving oral or written notice of such extension to First Chicago Trust Company
of New York, the depositary for the Offer (the "Depositary"), and making
public announcement thereof. There cannot be any assurance that the Company
will exercise such right to extend the Offer. The Company also expressly
reserves the right, in its sole discretion, to terminate the Offer and not
accept for payment or pay for any Shares not theretofore accepted for payment
or paid for or, subject to applicable law, to postpone payment for Shares upon
the occurrence of any of the conditions specified in Section 11 by giving oral
or written notice of such termination or postponement to the Depositary and
making a public announcement thereof. The Company's reservation of the right
to delay payment for Shares that it has accepted for payment is limited by
Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that the
Company must pay
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the consideration offered or return the Shares tendered promptly after
termination or withdrawal of a tender offer. Subject to compliance with
applicable law, the Company further reserves the right, in its sole
discretion, and regardless of whether any of the events set forth in Section
11 shall have occurred or shall be deemed by the Company to have occurred, to
amend the Offer in any respect (including, without limitation, by decreasing
or increasing the consideration offered in the Offer to holders of Shares or
by decreasing or increasing the number of Shares being sought in the Offer).
Amendments to the Offer may be made at any time and from time to time effected
by public announcement thereof, such announcement, in the case of an
extension, to be issued no later than 9:00 a.m., New York City time, on the
next business day after the last previously scheduled or announced Expiration
Date. For purposes of the Offer, a "business day" means any day, other than a
Saturday, Sunday or U.S. Federal holiday and consists of the time period from
12:01 A.M. through 12:00 midnight, New York City time. Any public announcement
made pursuant to the Offer will be disseminated promptly to shareholders in a
manner reasonably designed to inform shareholders of such change. Without
limiting the manner in which the Company may choose to make a public
announcement, except as required by applicable law, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) promulgated under the Exchange Act. These rules require that the
minimum period during which an offer must remain open following material
changes in the terms of the offer or information concerning the offer (other
than a change in price or a change in percentage of securities sought) will
depend on the facts and circumstances, including the relative materiality of
such terms or information. If (i) the Company increases or decreases the price
to be paid for Shares in the Offer or the number of Shares being sought in the
Offer and, in the event of an increase in the number of Shares being sought,
such increase exceeds 2% of the outstanding Shares, and (ii) the Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the tenth business day from and including the date that such notice of an
increase or decrease is first published, sent or given in the manner specified
herein, the Offer will be extended until the expiration of such period of ten
business days.
This Offer to Purchase and the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and will be
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear in the Company's Register of Members or, if applicable,
who are listed as participants in a clearing agency's security position
listing, for subsequent transmittal to beneficial owners of Shares by the
Company.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment), the
Company will accept for payment, and will pay for, Shares validly tendered at
or below the Purchase Price before the Expiration Date and not properly
withdrawn in accordance with Section 3 (including Shares validly tendered and
not withdrawn during any extension of the Offer, if the Offer is extended,
subject to the terms and conditions of such extension) as soon as practicable
after the Expiration Date. In addition, the Company expressly reserves the
right, in its sole discretion, to delay the acceptance for payment of or
payment for Shares in order to comply, in whole or in part, with any
applicable law. Any such delays will be effected in compliance with Rule 14e-
1(c) under the Exchange Act (relating to the Company's obligation to pay for
or return tendered Shares promptly after the termination or withdrawal of the
Offer). See Sections 3, 4 and 14.
All Odd Lot Shares properly tendered and not withdrawn prior to the
Expiration Date will be accepted before proration, if any, of the purchase for
cancellation of other tendered Shares. This preference is not available to
holders of 100 or more Shares, even if such holders have separate certificates
for fewer than 100 Shares. A purchase of Odd Lot Shares pursuant to the Offer
will reduce the costs to the Company of servicing the accounts of holders of
Odd Lot Shares.
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Persons tendering any combination of Shares at or below the Purchase Price,
exercisable options thereon, Exchangeable Non-Voting Shares or options thereon
will have their Shares purchased, following determination of the applicable
proration amount and in the absence of any written directions by the
shareholder to the contrary, first from Shares issued upon exchange of
Exchangeable Non-Voting Shares, second from Shares, third from exercise of
options on Exchangeable Non-Voting Shares and fourth from options on Shares.
The per Share consideration paid to any shareholder pursuant to the Offer
will be the highest per Share consideration paid to any other shareholder in
the Offer. In all cases, payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (i)
certificates for such Shares (or timely confirmation (a "Book-Entry
Confirmation") of the book-entry transfer of such Shares into the Depositary's
account at The Depositary Trust Company or the Philadelphia Depositary Trust
Company (collectively, the "Book-Entry Transfer Facilities") ) pursuant to the
procedures set forth in Section 4, (ii) a properly completed and duly executed
Letter of Transmittal with any required signature guarantees, or an Agent's
Message (as defined below) in connection with a book-entry transfer, and (iii)
any other documents required by the Letter of Transmittal.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary, and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against such participant.
For purposes of the Offer, the Company will be deemed to have accepted for
payment, and thereby purchased for cancellation, tendered Shares properly
tendered at or below the Purchase Price and not withdrawn (subject to
proration), if, as and when the Company gives oral or written notice to the
Depositary of its acceptance for payment of the tenders of such Shares.
Payment for Shares accepted for payment pursuant to the Offer will be made by
deposit of the Purchase Price therefor with the Depositary, which will act as
agent for the tendering shareholders for purposes of receiving payment from
the Company and transmitting payment to tendering shareholders. Under no
circumstances will the Company pay interest on the Purchase Price of the
Shares to be paid by the Company, regardless of any delay in making such
payment. If any tendered Shares are not accepted for payment pursuant to the
terms and conditions of the Offer for any reason or are not paid for because
of invalid tender, or if certificates are submitted for more Shares than are
tendered, certificates for such unpurchased Shares will be returned, without
expense to the tendering shareholder (or, in the case of Shares tendered by
book-entry transfer of such Shares into the Depositary's account at a Book-
Entry Transfer Facility as described in Section 4, such Shares will be
credited to an account maintained within such Book-Entry Transfer Facility),
as soon as practicable following expiration or termination of the Offer.
Payment for Shares accepted for payment pursuant to the Offer may be delayed
in the event of proration due to the difficulty of determining the number of
Shares validly tendered and not withdrawn. If the Company is delayed in its
acceptance for payment of or in its payment for Shares or is unable to accept
for payment or pay for Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under this Offer to Purchase, the
Depositary may, on behalf of the Company, retain tendered Shares, and such
Shares may not be withdrawn, except to the extent tendering shareholders are
entitled to withdrawal rights as described in Section 3, subject to Rule 13e-
4(f)(s) under the Exchange Act, which provides that the issuer making the
tender offer shall either pay the consideration offered, or return the
tendered shares promptly after the termination or withdrawal of the tender
offer.
The Bye Laws of the Company require prior Board approval for any transfer of
Shares that results in any shareholder (other than a mutual fund) directly,
indirectly or beneficially owning more than 5% of the outstanding capital
stock of the Company or any shareholder holding more than 9.9% of the
outstanding capital stock of the Company. Any tender of Shares pursuant to the
Offer is subject to the foregoing restrictions and, as a result, the Company
may accept fewer shares than are tendered.
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3. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 3,
tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration
Date and, unless theretofore accepted for payment as provided herein, may also
be withdrawn after 12:00 midnight, New York City time, on May 23, 1997.
If the Company extends the period of time during which the Offer is open, is
delayed in accepting for payment or paying for Shares or is unable to accept
for payment or pay for Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under the Offer, the Depositary may,
on behalf of the Company, retain all Shares tendered, and such Shares may not
be withdrawn except as otherwise provided in this Section 3, subject to Rule
13e-4(f)(5) under the Exchange Act, which provides that the issuer making the
tender offer shall either pay the consideration offered, or return the
tendered Shares promptly after the termination or withdrawal of the tender
offer.
To be effective, a written or facsimile transmission notice of withdrawal
must be received timely by the Depositary at one of its addresses set forth on
the back cover of this Offer to Purchase and must specify the name of the
person who tendered the Shares to be withdrawn and the number of Shares to be
withdrawn. If the Shares to be withdrawn have been delivered to the
Depositary, a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution (as defined in Section 4) must be submitted prior to the
release of such Shares, except that no such guarantee is required in the case
of Shares tendered by an Eligible Institution. In addition, such notice must
specify, in the case of Shares tendered by delivery of certificates, the name
of the registered holder (if different from that of the tendering stockholder)
and the serial numbers shown on the particular certificates evidencing the
Shares to be withdrawn or, in the case of Shares tendered by book-entry
transfer, the name and number of the account at one of the Book-Entry Transfer
Facilities to be credited with the withdrawn Shares.
Withdrawals may not be rescinded, and Shares withdrawn will thereafter be
deemed not validly tendered for purposes of the Offer. However, withdrawn
Shares may be retendered by following one of the procedures described in
Section 4 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Company, at its sole
discretion, which determination shall be final and binding. None of the
Company, the Depositary, the Information Agent or any other person shall be
obligated to give notification of any defect or irregularity in any notice of
withdrawal or incur any liability for failure to give any such notification.
4. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be tendered properly pursuant to the
Offer, (a) the certificates for such Shares (or confirmation of receipt of
such Shares pursuant to the procedures for book-entry transfer set forth
below), together with a properly completed and duly executed Letter of
Transmittal, including any required signature guarantees, or an Agent's
Message in connection with book-entry delivery of the Shares, and any other
documents required by the Letter of Transmittal, must be received prior to
12:00 midnight, New York City time, on the Expiration Date by the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase
or (b) the tendering shareholder must comply with the guaranteed delivery
procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH SHAREHOLDER
DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE
SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.25) AT
WHICH SUCH SHAREHOLDER'S SHARES ARE BEING TENDERED, EXCEPT THAT AN ODD LOT
OWNER MAY CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL ENTITLED
"ODD LOTS" INDICATING THAT THE SHAREHOLDER IS TENDERING ALL OF SUCH
SHAREHOLDER'S SHARES AT THE PURCHASE PRICE. Shareholders desiring to tender
Shares at more than one price must
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complete separate Letters of Transmittal for each price at which Shares are
being tendered, except that the same Shares cannot be tendered (unless
properly withdrawn previously in accordance with the terms of the Offer) at
more than one price. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE
BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL.
In addition, Odd Lot Holders who tender all such Shares must complete the
box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Holders as set forth in Section 1.
Signatures on all Letters of Transmittal must be guaranteed by a firm that
is a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank or trust
company having an office or correspondent in the United States which is a
participant in an approved signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"), except in cases
where Shares are tendered (i) by a registered holder of Shares who has not
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. See Instruction 1 of the Letter of
Transmittal. If the certificates are registered in the name of a person other
than the signer of the Letter of Transmittal, or if payment is to be made to a
person other than the registered owner of the certificates surrendered, then
the certificates must be endorsed or accompanied by appropriate stock powers,
in either case signed exactly as the name or names of the registered owner or
owners appear on the certificates, with the signature(s) on the certificates
or stock powers guaranteed as aforesaid. See Instruction 6 of the Letter of
Transmittal.
Persons who desire to sell Shares obtained by exchanging Exchangeable Non-
Voting Shares should tender Exchangeable Non-Voting Shares or options thereon
with a request to the Board to permit exchange for Shares upon acceptance for
payment. This may be done as provided in Instruction 14 of the Letter of
Transmittal.
THE METHOD OF DELIVERY OF ALL REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK
OF EACH TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's certificates are not immediately available,
or such shareholder cannot deliver the certificates and all other required
documents to the Depositary before the Expiration Date, or the procedure for
book-entry transfer cannot be complied with in a timely manner, such Shares
may nevertheless be tendered, provided that all of the following conditions
are satisfied:
(a) such tenders are made by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company (with any required
signature guarantees), is received by the Depositary as provided below on
or before the Expiration Date; and
(c) the certificates for all tendered Shares, in proper form for transfer
(or the confirmation of the book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities),
together with a properly completed and duly executed Letter of Transmittal
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and all other documents required by the
Letter of Transmittal are received by the Depositary within three Nasdaq
National Market trading days after the date of receipt of such Notice of
Guaranteed Delivery by the Depositary.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice.
15
<PAGE>
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a Book Entry Confirmation of such Shares), a
properly completed and duly executed Letter of Transmittal (or, in the case of
a book-entry transfer, an Agent's Message) and any other documents required by
the Letter of Transmittal.
TENDERING SHAREHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering shareholder's acceptance of the
terms and conditions of the Offer, as well as the tendering shareholder's
representation and warranty to the Company that (a) such shareholder has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Exchange Act and (b) the tender of such Shares complies
with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or
indirectly, to tender Shares for such person's own account unless, at the time
of tender and at the end of the proration period or period during which Shares
are accepted by lot (including any extensions thereof), the person so
tendering (i) has a net long position equal to or greater than the amount of
(x) Shares tendered or (y) other securities convertible into or exchangeable
or exercisable for the Shares tendered and will acquire such Shares for tender
by conversion, exchange or exercise and (ii) will deliver or cause to be
delivered such Shares in accordance with the terms and subject to the
conditions of the Offer. Rule 14e-4 provides a similar restriction applicable
to the tender or guarantee of a tender on behalf of another person. The
Company's acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering shareholder and the
Company upon the terms and conditions of the Offer.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company, in its sole discretion, whose determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
determined by it not to be in proper form or the acceptance for payment of
which may, in the opinion of its counsel, be unlawful. The Company also
reserves the absolute right to waive any of the conditions of the Offer or any
defect or irregularity in the tender of any Shares of any particular
shareholder whether or not similar defects or irregularities are waived in the
case of other shareholders. None of the Company, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or shall incur any
liability for failure to give any such notification. The Company's
interpretation of the terms and conditions of the Offer (including the Letter
of Transmittal and of the instructions thereto) will be final and binding.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary describes
certain United States federal income tax consequences relevant to the Offer.
The discussion contained in this summary is based upon the Internal Revenue
Code of 1986, as amended to the date hereof (the "Code"), existing and
proposed Treasury regulations promulgated thereunder, administrative
pronouncements and judicial decisions, changes to which could materially
affect the tax consequences described herein and could be made on a
retroactive basis.
This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular shareholders in light of their
personal circumstances, or to certain types of shareholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold Shares as a position
in a straddle). In particular, the discussion of the consequences of an
exchange of Shares for cash pursuant to the Offer applies only to a United
States shareholder (herein, a "Holder"). For purposes of this summary, a
"United States shareholder" is (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or
under the laws of the United States, any State or any political subdivision
thereof, or (iii) an estate or trust the income of which is subject to United
States federal income taxation regardless of source. This discussion does not
address the tax consequences to foreign shareholders who will be subject to
United States federal income tax on a net basis on the proceeds of their
exchange of Shares pursuant to the Offer because such income is effectively
connected with the conduct of a trade or business within the United States.
Such shareholders are generally taxed in a manner similar to United States
shareholders; however, certain special rules apply. The summary may not be
applicable with respect to
16
<PAGE>
Shares acquired as compensation (including Shares acquired upon the exercise
of options or which were or are subject to forfeiture restrictions). The
summary also does not address the state, local or foreign tax consequences of
participating in the Offer. Each Holder of Shares should consult such Holder's
tax advisor as to the particular consequences to him of participation in the
Offer.
Consequences to Tendering Shareholders of Exchange of Shares for Cash
Pursuant to the Offer. An exchange of Shares for cash in the Offer by a Holder
will be a taxable transaction for United States federal income tax purposes.
As a consequence of the exchange, the Holder will, depending on such Holder's
particular circumstances, be treated either as recognizing gain or loss from
the disposition of the Shares or as receiving a dividend distribution from the
Company.
Under Section 302 of the Code, a Holder will recognize a gain or loss on an
exchange of Shares for cash if the exchange (i) results in a "complete
termination" of all such Holder's equity interest in the Company, (ii) results
in a "substantially disproportionate" redemption with respect to such Holder
or (iii) is "not essentially equivalent to a dividend" with respect to the
Holder. In applying each of the Section 302 tests, a Holder is in general
deemed to constructively own the Shares actually owned by certain related
individuals and entities. For example, an individual Holder is generally
considered to own the Shares owned directly or indirectly by or for his or her
spouse and his or her children, grandchildren and parents. In addition, a
Holder is considered to own a proportionate number of the Shares owned by
trusts or estates in which the Holder has a beneficial interest, by
partnerships in which the Holder is a partner, and by corporations in which
the Holder owns, directly or indirectly, 50% or more in value of the stock.
Similarly, Shares directly or indirectly owned by beneficiaries of estates or
trusts, by partners of partnerships and, under certain circumstances, by
shareholders of corporations may be considered owned by these entities. A
Holder will generally also be deemed to own Shares which the Holder has the
right to acquire by exercise of an option.
A Holder that exchanges all Shares actually or constructively owned by such
Holder for cash pursuant to the Offer will be regarded as having completely
terminated such Holder's equity interest in the Company. A Holder that
exchanges all Shares actually owned for cash pursuant to the Offer, but is not
treated as having disposed of all Shares constructively owned pursuant to the
Offer because of the application of the family attribution rules described
above, may nevertheless be able to qualify his exchange as a "complete
termination" of his interest in the Company if certain technical requirements
are met. Among other requirements, a Holder must include a statement with his
1996 federal income tax return notifying the Service that he has elected to
waive the family attribution rules and agreeing to provide certain information
in the future, and must not have any interest in the Company immediately after
the disposition (including an interest as an officer, director or employee),
other than an interest as a creditor. A Holder wishing to satisfy the
"complete termination" test through waiver of the family attribution rules
should consult his tax advisor. An exchange of Shares for cash will be a
"substantially disproportionate" redemption with respect to a Holder if the
percentage of the then outstanding Shares actually or constructively owned by
such Holder immediately after the exchange is less than 80% of the percentage
of the Shares actually or constructively owned by such Holder immediately
before the exchange. If an exchange of Shares for cash fails to satisfy the
"substantially disproportionate" test, the Holder may nonetheless satisfy the
"not essentially equivalent to a dividend" test. A Holder who wishes to
satisfy (or avoid) the "not essentially equivalent to a dividend" test is
urged to consult such Holder's tax advisor because this test will be met only
if the reduction in such Holder's proportionate interest in the Company
constitutes a "meaningful reduction" given such Holder's particular facts and
circumstances. The Internal Revenue Service (the "IRS") has indicated in
published rulings that any reduction in the percentage interest of a
shareholder whose relative stock interest in a publicly held corporation is
minimal (an interest of less than 1% should satisfy this requirement) and who
exercises no control over corporate affairs should constitute such a
"meaningful reduction." If a Holder sells Shares to persons other than the
Company at or about the time such Holder also sells Shares to the Company
pursuant to the Offer, and the various sales effected by the Holder are part
of an overall plan to reduce or terminate such Holder's proportionate interest
in the Company, then the sales to persons other than the Company may, for
federal income tax purposes, be integrated with the Holder's sale of Shares
pursuant to the Offer and, if integrated, may be taken into account in
determining whether the Holder satisfies
17
<PAGE>
any of the three tests described above. A Holder should consult his tax
advisor regarding the treatment of other exchanges of Shares for cash which
may be integrated with such Holder's sale of Shares to the Company pursuant to
the Offer.
If a Holder is treated as recognizing gain or loss from the disposition of
Shares for cash, such gain or loss will be equal to the difference between the
amount of cash received and such Holder's tax basis in the Shares exchanged
therefor. Any such gain or loss will be capital gain or loss and will be long-
term capital gain or loss if the holding period of the Shares exceeds one year
as of the date of the exchange. Gain or loss must be determined separately for
each block of Shares (that is, Shares acquired at the same cost in a single
transaction) that is exchanged for cash. A Holder may be able to designate
(generally through its broker) which blocks of Shares are tendered pursuant to
the Offer if less than all of such Holder's Shares are tendered, and the order
in which different blocks would be exchanged for cash, in the event of
proration pursuant to the Offer. Each Holder should consult such Holder's tax
advisor concerning the mechanics and desirability of such a designation.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss on an exchange of Shares for cash, the entire amount of cash received
by such Holder in such exchange will be treated as a dividend to the extent of
the Company's current and accumulated earnings and profits. Such a dividend
will be includible in the Holder's gross income as ordinary income in its
entirety, without reduction for the tax basis of the Shares exchanged, and no
loss will be recognized. The Holder's tax basis in the Shares exchanged,
however, will be added to such Holder's tax basis in the remaining Shares that
it owns. The dividends received deduction will not be available to corporate
Holders.
The Company cannot predict whether or the extent to which the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant
to the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a Holder can be given no assurance that a sufficient number of such
Holder's Shares will be purchased for cancellation pursuant to the Offer to
ensure that such purchase will be treated as a sale or exchange, rather than
as a dividend, for federal income tax purposes pursuant to the rules discussed
above.
CONTROLLED FOREIGN CORPORATIONS. The Company's repurchase of Shares pursuant
to the Offer will decrease the number of outstanding Shares of the Company. As
a result, the percentage ownership (as defined under the rules of Section 958
of the Code) of the Company and any of its subsidiaries belonging to each
shareholder who does not tender shares will increase. It is also possible that
the percentage ownership attributable to certain shareholders who tender
shares could increase as a result of the Offer. If more than 25% of the total
combined voting power or total value of all the outstanding stock of the
Company or any of its subsidiaries is owned by U.S. persons each of whom owns,
directly or indirectly through foreign entities, or by attribution under the
rules of section 958 of the Code, 10% or more of the total combined voting
power of all classes of stock of the Company or any of its subsidiaries, such
corporation is treated as a "controlled foreign corporation" for purposes of
the Subpart F rules of the Code. Any U.S. person who is a 10% shareholder of a
foreign corporation on the last day of a taxable year in which such
corporation was a controlled foreign corporation for an uninterrupted period
of 30 days or more must include in its gross income its pro rata share of such
corporation's "Subpart F income" for such year, even if this income is not
distributed. In order to prevent the Company or any of its subsidiaries from
becoming a controlled foreign corporation, the Bye-Laws of the Company require
prior Board approval for any transfer of Shares that results in any
shareholder (other than a mutual fund) directly, indirectly or beneficially
owning more than 5% of the outstanding capital stock of the Company or any
shareholder holding more than 9.9% of the outstanding capital stock of the
Company. Any tender of Shares pursuant to the Offer is subject to the
foregoing restrictions and, as a result, the Company may accept fewer shares
than are tendered.
CONSEQUENCES TO SHAREHOLDERS WHO TENDER SHARES OBTAINED BY EXCHANGING
EXCHANGEABLE NON-VOTING SHARES OR OPTIONS THEREON. Any U.S. person who tenders
Shares obtained by exchanging Exchangeable Non-Voting Shares or options on
Exchangeable Non-Voting Shares will realize income on such exchange and may be
required, under the rules of section 1248 of the Code, to treat as ordinary
income part or all of any gain
18
<PAGE>
realized that otherwise would have been treated as capital gain. U.S. persons
who are considering the exchange of Exchangeable Non-Voting Shares or options
thereon for Shares should consult their own tax advisors regarding the
possible application of the rules of section 1248 to such exchange.
CONSEQUENCES TO SHAREHOLDERS WHO DO NOT TENDER PURSUANT TO THE OFFER.
Shareholders who do not accept the Offer to tender their Shares will not incur
any tax liability as a result of the consummation of the Offer.
FEDERAL INCOME TAX WITHHOLDING. Under the federal income tax backup
withholding rules, unless an exemption applies under the applicable law and
regulations, 31% of the gross proceeds payable to a shareholder or other payee
pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the shareholder or other payee provides his or her taxpayer
identification number (employer identification number or social security
number) to the Depositary and certifies that such number is correct.
Therefore, unless such an exception exists and is proven in a manner
satisfactory to the Depositary, each tendering shareholder should complete and
sign the Substitute Form W-9 included as part of the Letter of Transmittal so
as to provide the information and certification necessary to avoid backup
withholding. Certain shareholders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that shareholder must submit an IRS Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
EACH SHAREHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
6. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders, and will accept for payment and pay for (and thereby purchase)
Shares validly tendered at or below the Purchase Price and not withdrawn as
soon as practicable after the Expiration Date. For purposes of the Offer, the
Company will be deemed to have accepted for payment (and therefore purchased),
subject to proration, Shares that are validly tendered at or below the
Purchase Price and not withdrawn when, as and if it gives oral or written
notice to the Depositary of its acceptance of such Shares for payment pursuant
to the Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal and
any other required documents.
Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which
will act as agent for tendering shareholders for the purpose of receiving
payment from the Company and transmitting payment to the tendering
shareholders. In the event of proration, the Company will determine the
proration factor and pay for those tendered Shares accepted for payment as
soon as practicable after the Expiration Date. However, the Company does not
expect to be able to announce the final results of any such proration until
approximately seven business days after the Expiration Date. Under no
circumstances will the Company pay interest on the Purchase Price, including,
without limitation, by reason of any delay in making payment. Certificates for
all Shares not purchased, including all Shares tendered at prices greater than
the Purchase Price and Shares not purchased due to proration, will be returned
(or, in the case of
19
<PAGE>
Shares tendered by book-entry transfer, such Shares will be credited to the
account maintained with one of the Book-Entry Transfer Facilities by the
participant who so delivered such Shares) as promptly as practicable following
the Expiration Date or termination of the Offer without expense to the
tendering shareholder. In addition, if certain events occur, the Company may
not be obligated to purchase Shares pursuant to the Offer. See Section 11.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that if payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) if unpurchased Shares are to be
registered in the name of, any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person signing the Letter of Transmittal, the amount of all stock transfer
taxes, if any (whether imposed on the registered holder or such other person),
payable on account of the transfer to such person will be deducted from the
Purchase Price unless evidence satisfactory to the Company of the payment of
such taxes or exemption therefrom is submitted. See Instruction 7 of the
Letter of Transmittal.
7. PRICE RANGE OF SHARES; DIVIDENDS. The Shares began trading publicly on
the Nasdaq National Market on November 20, 1995 under the symbol "LSREF."
Prior to that date, there was no public market for the Shares. The following
table sets forth, for the periods indicated, the high and low sales prices for
the Shares as reported by the Nasdaq National Market, and the amount of cash
dividends paid per Share for each quarterly period set forth below. Prices
shown represent inter-dealer prices, without retail mark-up, mark-down or
commission and do not necessarily represent actual transactions.
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
------- ------- ---------
<S> <C> <C> <C>
Fiscal year ended September 30, 1996
First Quarter (commencing November 20).............. $23.250 $19.500 $--
Second Quarter...................................... 23.625 21.000 .25
Third Quarter....................................... 22.750 19.750 .25
Fourth Quarter...................................... 25.500 21.000 .25
Fiscal year ended September 30, 1997
First Quarter....................................... 29.500 22.375 .71
Second Quarter (through March 27)................... 29.500 26.000 .71
</TABLE>
On March 27, 1997, the last full trading day before the Company's
commencement of the Offer, the last reported sale price per Share as reported
by the Nasdaq National Market was $28.75. SHAREHOLDERS ARE URGED TO OBTAIN A
CURRENT MARKET QUOTATION FOR THE SHARES.
Shares validly tendered and purchased for cancellation by the Company
pursuant to the Offer will not be entitled to any dividends declared and paid
in later periods.
8. CERTAIN INFORMATION CONCERNING THE COMPANY.
GENERAL. The Company is a Bermuda company with its principal executive
offices located at 25 Church Street, Hamilton HM FX, Bermuda. The Company is a
holding company with no operations or significant assets other than its
ownership of (i) approximately 73% of the capital stock, and all the voting
stock, of LaSalle Re, which writes high severity, low frequency reinsurance on
a worldwide basis, (ii) 100% of the capital stock of LaSalle Re Corporate
Capital Ltd. ("LaSalle Re Capital"), which is a corporate member of Lloyd's of
London, and (iii) 100% of the capital stock of LaSalle Re (Services) Limited
("LaSalle Re Services" and, collectively with LaSalle Re and LaSalle Re
Capital, the "Subsidiaries"). The Company's principal product is property
catastrophe reinsurance.
20
<PAGE>
INDUSTRY TRENDS
The Company believes that an imbalance between the supply of and demand for
property catastrophe reinsurance existed in 1993 and resulted in an increase
in premiums from pre-1993 levels. As a result of the increased property
catastrophe reinsurance capacity since 1993, the Company believes that supply
and demand in the property catastrophe reinsurance market became more stable
in 1994 and have remained relatively stable in succeeding years. The Company
believes that property catastrophe reinsurance capacity has increased further
since 1994. Based on the Company's marketing efforts, reinsurance contract
submissions and publicly available information, the Company believes that
property catastrophe rates generally remained at the substantially increased
1993 levels in 1994 and decreased somewhat in 1995 and further in 1996 from
1994 levels. In particular, rates have declined significantly in areas, such
as Japan and Europe, where there has been favorable loss experience, while in
the U.S. market, where the level of property catastrophe losses has generally
been higher than in international markets in recent years, rates have
decreased to a lesser degree. Notwithstanding these rate decreases, the
Company believes that current rates generally exceed 1992 levels. If and while
favorable loss experience continues and reinsurance capacity does not
diminish, the Company expects further downward pressure on rates during 1997,
which it expects will in turn put downward pressure on its premium levels.
Based on the 1997 contract renewals that have occurred to date, the Company
estimates that it has experienced overall rate decreases of approximately 15%
compared to 1996.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth summary historical consolidated financial
information of the Company and its subsidiaries. The historical financial
information was derived from the audited consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended
September 30, 1996 (the "1996 Annual Report") and from unaudited summary
consolidated financial statements included in the Company's Quarterly Report
on Form 10-Q for the period ended December 31, 1996 (the "December 1996
Quarterly Report"), each of which is hereby incorporated herein by reference,
and other information and data contained in the 1996 Annual Report and the
December 1996 Quarterly Report. More comprehensive financial information is
included in such reports and the financial information which follows is
qualified in its entirety by reference to such reports and all of the
financial statements and related notes contained therein, copies of which may
be obtained as set forth below. See Section 9.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 30,
----------------- --------------------
1996 1995 1996 1995
-------- -------- -------- -------- ---
(UNAUDITED) (IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Statement of income data:
Net premiums written........... $ 5,237 $ 12,619 $190,151 $201,916
Net premiums earned............ 43,123 49,444 195,141 170,370
Net investment income (net of
realized losses/gains)........ 8,179 6,203 26,428 25,066
Loss and loss expenses......... 10,837 15,881 51,477 60,397
Underwriting expenses.......... 7,115 6,498 27,268 22,988
Operating expenses............. 5,303 3,868 13,373 7,603
Income before minority
interest...................... 28,047 29,400 129,451 104,448
Minority interest.............. 6,907 11,109(4) 47,966 38,774
Net income..................... 21,140 18,291(4) 81,485 65,674
Net income available to common
shareholders.................. 21,140 18,291 81,485 65,674
Net income per Share(1)........ 1.16 1.23 5.40 4.51
Dividends per Share(2)......... 0.71 1.10 1.85 4.62
Balance sheet data:
Total investments and cash..... 552,049 445,635 537,504 522,425
Total assets................... 620,842 531,129 634,374 636,547
Reserve for losses and loss
expenses...................... 45,981 60,887 49,875 66,654
Reserve for unearned premiums.. 45,008 51,058 82,894 87,885
Minority interest.............. 137,462 151,999 179,470(4) 147,389
Total shareholders' equity..... 365,599 260,478 307,448(4) 253,422
Book value per Share(3)........ 22.13 18.15 21.42 17.64
</TABLE>
21
<PAGE>
- --------
(1) Net income per Share equals income before minority interest divided by the
weighted average shares outstanding. Weighted average shares outstanding
include Shares and Exchangeable Non-Voting Shares as common stock
equivalents and the dilutive effect of stock options and stock
appreciation rights. For the quarters ended December 31, 1996 and 1995,
the Company had weighted average shares outstanding of 24,263,620 and
23,900,115, respectively. For the years ended September 30, 1996 and 1995,
the Company had weighted average shares outstanding of 23,967,870 and
23,170,680, respectively.
(2) Dividend per Share is based on outstanding Shares of 16,517,111 and
14,397,720 as at December 31, 1996 and 1995, respectively, and 14,397,720
as at September 30, 1996 and 1995.
(3) Book value per Share is calculated based on the combined equity of
minority interest and shareholders' equity divided by the total of Shares
and Exchangeable Non-Voting Shares of 22,727,291 and 22,727,010 as at
December 31, 1996 and 1995, respectively, and 22,727,010 as at September
30, 1996 and 1995.
(4) The amounts indicated have been restated on a different accounting basis
from the corresponding amounts in the December 1996 Quarterly Report. In
the December 1996 10-Q, these amounts were restated by accounting for the
exchange of certain Exchangeable Non-Voting Shares for Shares in
connection with the Company's secondary offering as if it were a pooling
of interests. The amounts presented here for the same periods instead
account for such exchange as a conversion of equity securities, which is
the accounting treatment the Company intends to use with respect to
further exchanges initiated by holders of the Exchangeable Non-Voting
Shares. The numbers reported for the quarter ended December 31, 1996 are
unchanged from the December 1996 10-Q.
22
<PAGE>
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The following table sets forth summary unaudited consolidated pro forma
financial information of the Company and its subsidiaries giving effect to (i)
the Preferred Offering and (ii) the purchase for cancellation of 3,703,703
Shares pursuant to the Offer (based upon certain assumptions described in the
notes hereto). The pro forma financial information reflects the repurchase of
3,703,703 Shares at a minimum price of $27.00 and 3,333,333 Shares at a
maximum price of $30.00 and assumes that those shareholders holding
Exchangeable Non-Voting Shares who tender their shares in the Offer will first
exchange those shares for Shares of the Company, which is expected to reduce
the minority interest in the Company from approximately 27% as of December 31,
1996 to approximately 26%. The pro forma financial information also assumes
that the repurchase of Shares in the Offer will be financed by the proceeds of
$75 million from the Preferred Offering and by excess capital of $28 million.
The pro forma condensed consolidated balance sheet dated as of December 31,
1996 and September 30, 1996 give effect to the Preferred Offering and the
Offer as if they had occurred as of such date. The pro forma condensed
consolidated income statement data for the three month period ended December
31, 1996 and the year ended September 30, 1996 present consolidated operating
results as if the Preferred Offering and Offer had occurred on the first day
of the periods presented. The summary unaudited consolidated pro forma
financial information should be read in conjunction with the summary
historical consolidated financial information herein, and does not purport to
be indicative of the results that would actually have been obtained had the
Preferred Offering and the Offer been consummated at the dates indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, 1996 SEPTEMBER 30, 1996
---------------------------- --------------------------------
PRO FORMA PRO FORMA
----------------- ---------------------
PURCHASE PURCHASE PURCHASE
PRICE PRICE PURCHASE PRICE
AT AT PRICE AT
HISTORICAL $27.00 $30.00 HISTORICAL AT $27.00(1) $30.00
---------- -------- -------- ---------- ------------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Statement of income
data:
Net premiums written.. $ 5,237 5,237 5,237 190,151 190,151 190,151
Net premiums earned... 43,123 43,123 43,123 195,141 195,141 195,141
Net investment income
(net of
realized
losses/gains)........ 8,179 7,775 7,775 26,428 24,950 24,950
Loss and loss
expenses............. 10,837 10,837 10,837 51,477 51,477 51,477
Underwriting expenses. 7,115 7,115 7,115 27,268 27,268 27,268
Operating expenses.... 5,303 5,878 5,878 13,373 13,948 13,948
Income before minority
interest............. 28,047 27,068 27,068 129,451 127,398 127,398
Minority interest..... 6,907 6,091 6,116 47,966 33,330 33,471
Net income............ 21,140 20,977 20,952 81,485 94,068 93,927
Net income available
to
common shareholders.. 21,140 19,336 19,311 81,485 87,505 87,364
Net income per
Share(2)............. 1.16 1.24 1.21 5.40 5.96 5.86
Dividends per
Share(3)............. 0.71 0.84 0.82 1.85 2.23 2.19
Balance sheet data:
Total investments and
cash................. 552,049 524,686 524,686 537,504 510,142 510,412
Total assets.......... 620,842 593,480 593,480 634,374 607,012 607,012
Reserve for losses and
loss
expenses............. 45,981 45,981 45,981 49,875 49,875 49,875
Reserve for unearned
premiums............. 45,008 45,008 45,008 82,894 82,894 82,894
Minority interest..... 137,462 104,830 105,274 179,470 101,333 101,763
Total shareholders'
equity............... 365,599 370,869 370,424 307,448 358,223 357,793
Book value per
Share(4)............. 22.13 21.06 20.66 21.42 20.21 19.83
</TABLE>
23
<PAGE>
(1) With respect to the fiscal year ended September 30, 1996, the minority
interest has been adjusted for the exchange of certain Exchangeable Non-
Voting Shares in connection with the Company's secondary offering in
December 1996.
(2) Pro forma Net Income per Share equals income before minority interest
divided by the weighted average shares outstanding. Weighted average
shares outstanding include Shares and Exchangeable Non-Voting Shares as
common stock equivalents and the dilutive effect of stock options and
stock appreciation rights. For the quarter ended December 31, 1996, the
Company had pro forma weighted average shares outstanding of 20,559,916
using an assumed Purchase Price of $27.00 and 20,930,287 using an assumed
Purchase Price of $30.00. For the year ended September 30, 1996, the
Company had pro forma weighted average shares outstanding of 20,264,166
using an assumed Purchase Price of $27.00 and 20,634,537 using an assumed
Purchase Price of $30.00.
(3) Pro forma dividend per Share is based on outstanding Shares of 12,813,407
using an assumed Purchase Price of $27.00 and 13,183,778 using an assumed
Purchase Price of $30.00 at December 31, 1996. As at September 30, 1996
and 1995, pro forma outstanding Shares were 10,667,016 using an assumed
Purchase Price of $27.00 and 12,179,323 using an assumed Purchase Price
of $30.00.
(4) Pro forma book value per Share is calculated based on the combined equity
of minority interest and shareholders' equity (excluding equity
represented by Preferred Shares) divided by the total of Shares and
Exchangeable Non-Voting Shares. As of December 31, 1996, pro forma
outstanding Shares were 19,023,587 using an assumed Purchase Price of
$27.00 and 19,393,958 using an assumed Purchase Price of $30.00,
respectively. As at December 31, 1996, pro forma outstanding Shares were
19,023,306 using an assumed Purchase Price of $27.00 and 19,393,677 using
an assumed Purchase Price of $30.00.
9. ADDITIONAL INFORMATION. The Company is subject to the informational
filing requirements of the Exchange Act and in accordance therewith is
obligated to file reports and other information with the Commission relating
to its business, financial condition and other matters. Information, as of
particular dates, concerning the Company's directors and officers, their
remuneration and stock option grants, the principal holders of the Company's
securities, any material interests of such persons in transactions with the
Company and other matters is required to be disclosed in proxy statements
distributed to the Company's shareholders and filed with the Commission. Such
reports, proxy statements and other information may be inspected at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Room 2120,
Washington, D.C. 20549, and at the regional offices of the Commission at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World
Trade Center, New York, New York 10048. Copies of such material may also be
obtained by mail, upon payment of the Commission's customary charges, from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site
on the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. In addition, reports, proxy statements and
other information concerning the Company can be inspected or copied at the
offices of the Nasdaq National Market, 1735 K Street, Washington, DC 20006.
10. SOURCE AND AMOUNT OF FUNDS. Assuming the Company purchases for
cancellation 3,703,703 Shares at a price no greater than $30.00 nor less than
$27.00 per Share, net to the seller in cash, without interest thereon,
pursuant to the Offer, the Company estimates that the maximum aggregate amount
of funds required to purchase for cancellation such Shares and to pay related
fees and expenses of the Offer will be approximately $100 million, which
amount the Company will fund from its available cash and invested assets.
11. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of
the Offer, the Company shall not be required to accept for payment or pay for,
or may delay the acceptance for payment of or payment for, tendered Shares, or
may, in the sole discretion of the Company, terminate or amend the Offer as to
any Shares not then paid for if, on or after April 25, 1997, and at or before
the time of payment for any of such Shares, any of the following events shall
occur:
(a) there shall be threatened, instituted or pending any action or
proceeding by any government or governmental authority or agency, domestic
or foreign, or by any other person, domestic or foreign, before
24
<PAGE>
any court or governmental authority or agency, domestic or foreign, (i)
challenging or seeking to make illegal, to delay or otherwise directly or
indirectly to restrain or prohibit the making of the Offer, the acceptance
for payment of or payment for some of or all the Shares by the Company,
(ii) otherwise directly or indirectly relating to the Offer or which
otherwise, in the sole judgment of the Company, might materially adversely
affect the Company or the value of the Shares, (iii) challenging or
adversely affecting the Company's cash and invested assets available to
fund the Offer, or (iv) in the sole judgment of the Company, materially
adversely affecting the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or other),
operations, licenses, franchises, permits, results of operations or
prospects of the Company;
(b) there shall be any action taken, or any statute, rule, regulation,
interpretation, judgment, order or injunction proposed, enacted, enforced,
promulgated, amended, issued or deemed applicable by any court, government
or governmental, administrative or regulatory authority or agency, domestic
or foreign, which, in the sole judgment of the Company, might, directly or
indirectly, result in any of the consequences referred to in clauses (i)
through (iv) of paragraph (a) above;
(c) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the business,
properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or other), operations, licenses, franchises, permits,
results of operations or prospects of the Company which, in the sole
judgment of the Company, is or may be materially adverse;
(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market, or any material adverse change in prices
generally of securities on the Nasdaq National Market, (ii) a declaration
of a banking moratorium or any suspension of payments in respect of banks
by federal or state authorities in the United States or Bermuda, (iii) any
limitation (whether or not mandatory) by any governmental authority or
agency on, or other event which, in the sole judgment of the Company, might
affect the extension of credit by banks or other lending institutions, (iv)
a commencement of a war, armed hostilities or other national or
international calamity directly or indirectly involving the United States
or Bermuda, (v) a material change in United States, Bermuda or any other
currency exchange rates or a suspension of, or limitation on, the markets
therefor, or (vi) in the case of any of the foregoing existing at the time
of the commencement of the Offer, a material acceleration or worsening
thereof;
(e) a tender or exchange offer for any Shares shall have been made or
publicly proposed to be made by any other person, or it shall have been
publicly disclosed or the Company shall have otherwise learned that (i) any
person, entity or "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of any class or series of capital shares of the
Company (including the Shares), through the acquisition of shares, the
formation of a group or otherwise, or shall have been granted any right,
option or warrant, conditional or otherwise, to acquire beneficial
ownership of more than 5% or any class or series of capital shares of the
Company (including the Shares) other than acquisitions for bona fide
arbitrage purposes only and except as disclosed in a Schedule 13D or 13G on
file with the Commission on March 21, 1997, or (ii) any such person, entity
or group which before March 21, 1997 had filed such a Schedule with the
Commission has acquired or proposes to acquire, through the acquisition of
stock, the formation of a group or otherwise, beneficial ownership of 1% or
more of any class or series of capital shares of the Company (including the
Shares), or shall have been granted any right, option or warrant,
conditional or otherwise, to acquire beneficial ownership of 1% or more of
any class or series of capital shares of the Company (including the
Shares); and
(f) S&P or A.M. Best shall have (i) downgraded or withdrawn the rating
accorded the Company or (ii) publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
the Company.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to such
condition or may be waived by the Company in whole or in part at any time and
from time to time in the sole discretion of the Company. Any determination by
the Company concerning any event described in this Section 11 shall be final
and binding upon all parties.
25
<PAGE>
12. FEES AND EXPENSES.
First Chicago Trust Company of New York has been retained by the Company to
act as the Information Agent and First Chicago Trust Company of New York has
been retained by the Company to act as Depositary in connection with the
Offer. The Information Agent may contact holders of Shares by mail, telephone,
telegraph and personal interviews and may request brokers, dealers and other
nominee shareholders to forward materials relating to the Offer to beneficial
owners of Shares. The Information Agent and the Depositary will receive
reasonable and customary compensation for their services, will be reimbursed
for certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith, including certain
liabilities under the federal securities laws.
The Company will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent and the Depositary, as
described above) for soliciting tenders of Shares pursuant to the Offer. The
Company, however, upon request, will reimburse brokers, dealers and commercial
banks for customary mailing and handling expenses incurred by such persons in
forwarding the Offer and related materials to the beneficial owners of Shares
held by any such person as a nominee or in a fiduciary capacity. No broker,
dealer, commercial bank or trust company has been authorized to act as the
agent of the Company, the Information Agent or the Depositary for purposes of
the Offer. The Company will pay or cause to be paid all stock transfer taxes,
if any, on its purchase of Shares, except as otherwise provided in Instruction
7 in the Letter of Transmittal.
13. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES. As of March 21, 1997, the Company had issued and
outstanding 16,517,485 Shares and had 8,578,954 Shares reserved for issuance
upon exercise of exercisable options thereon, for the exchange of Exchangeable
Non-Voting Shares and upon exercise of options thereon. As of March 21, 1997,
the Company's directors and executive officers as a group (16 persons)
beneficially owned an aggregate of 4,739,346 Shares, representing
approximately 19% of the Shares, assuming the exercise of all exercisable
options thereon, the exchange of all Exchangeable Non-Voting Shares and the
exercise of all options thereon. The 3,703,703 Shares that the Company is
inviting shareholders to tender pursuant to the Offer represents approximately
22% of the Shares outstanding (approximately 45% of the publicly held Shares)
and approximately 15% of the Shares outstanding and Shares reserved for
issuance upon exercise of exercisable options thereon, for the exchange of
Exchangeable Non-Voting Shares and upon exercise of options thereon.
The Company has been advised that none of its directors or executive
officers presently intends to tender any Shares directly owned by them
pursuant to the Offer. However, such directors and executive officers are not
prohibited from, and may subsequently elect to, participate in the Offer.
Certain founding shareholders, the beneficial ownership of whose Shares may be
attributed to certain directors, may tender Shares pursuant to the Offer.
Neither the Company, nor any of its subsidiaries, nor, to the best of the
Company's knowledge, any of the Company's directors or executive officers, nor
any affiliates of any of the foregoing, had any transactions involving the
Shares during the 40 business days prior to the date hereof.
Except for outstanding options to purchase Shares granted from time to time
to certain employees (including executive officers) of the Company pursuant to
the Company's stock option plans and except as otherwise described herein or
in the Company's reports under the Exchange Act, neither the Company nor, to
the best of the Company's knowledge, any of its affiliates, directors or
executive officers, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
Offer with respect to any securities of the Company including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, option
arrangements, puts or calls, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
26
<PAGE>
14. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT. The Company's purchase of Shares for cancellation pursuant to
the Offer will reduce the number of Shares that might otherwise be traded
publicly and may reduce the number of shareholders of the Company.
Nonetheless, the Company anticipates that there will be a sufficient number of
Shares outstanding and publicly traded following consummation of the Offer to
ensure a continued trading market for the Shares. Based upon published
guidelines of Nasdaq National Market, the Company does not believe that its
purchase of Shares for cancellation pursuant to the Offer will cause the
Shares outstanding following consummation of the Offer to be delisted from
Nasdaq National Market.
If fewer than 3,703,703 Shares are purchased for cancellation pursuant to
Offer, the Company may purchase for cancellation the remainder of such Shares
in the open market, in privately negotiated transactions or otherwise, in
compliance with applicable law. In the future, the Company also may determine
to purchase for cancellation additional Shares in the open market, in
privately negotiated transactions, through one or more subsequent tender
offers or otherwise. Any such purchases may be on the same terms or on terms
which are more or less favorable to shareholders than the terms of the Offer.
However, Rule 13e-4 under the Exchange Act prohibits the Company and its
affiliates from purchasing for cancellation any Shares, other than pursuant to
the Offer, until at least ten business days after the Expiration Date;
provided, however, that Rule 13e-4(f) under the Exchange Act permits, and the
Board has authorized, the Company to purchase an additional amount of Shares
in the Offer not to exceed 2% of the Shares outstanding (an aggregate of
501,929 Shares as of March 21, 1997), without amending the Offer or increasing
the number of days which the Offer must remain open. Any future purchases for
cancellation of Shares by the Company would depend on many factors, including
the market price of the Shares, the Company's business and financial position,
and general economic and market conditions.
Shares that the Company purchases for cancellation pursuant to the Offer
will following cancellation be authorized and unissued Shares, and will be
available for issuance by the Company without further shareholder action
(except as may be required by applicable law or the rules of any securities
exchanges on which the Shares may be listed). Such Shares could be issued
without shareholder approval for, among other things, acquisitions, the
raising of additional capital for use in the Company's business, share
dividends or in connection with employee stock, stock option and other plans,
or a combination thereof. The Company has no current plans for the Shares it
may acquire pursuant to the Offer or any other authorized and unissued Shares.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and the Commission, and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders. The Company believes that its
purchase of Shares for cancellation pursuant to the Offer will not result in
the Shares becoming eligible for deregistration under the Exchange Act.
15. MISCELLANEOUS. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. Nevertheless, the Company may, in its sole
discretion, take such action as it may deem necessary to make the Offer in any
such jurisdiction and extend the Offer to holders of Shares in such
jurisdiction. In any jurisdiction the securities laws or blue sky laws of
which require the Offer to be made by a licensed broker or dealer, the Offer
shall be made on behalf of the Company by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
The Company has filed with the Commission a Statement on Schedule 13E-4
(including exhibits), pursuant to Rule 13e-4 under the Exchange Act,
furnishing certain additional information with respect to the Offer, and may
file amendments thereto. Such Statement and any amendments thereto, including
exhibits, may be examined and copies may be obtained from the principal office
of the Commission in Washington, D.C. in the manner set forth in Section 9 of
this Offer to Purchase.
27
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER, OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF
TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
LaSalle Re Holdings Limited
March 28, 1997
28
<PAGE>
SCHEDULE I
LASALLE RE HOLDINGS LIMITED
DIRECTORS AND EXECUTIVE OFFICERS
The following information sets forth the name, business address and present
principal occupation and five year prior employment history of each of the
directors and executive officers of the Company.
Victor H. Blake, O.B.E., age 61, has been Chairman, Chief Executive Officer
and President of the Company since its organization in September 1995 and
Chairman and Chief Executive Officer of the Company's subsidiary, LaSalle Re,
since May 1994. Mr. Blake has 37 years experience in the insurance industry,
concentrating primarily in reinsurance. Mr. Blake served as Chairman and Chief
Executive Officer of CNA International Reinsurance Company Ltd. ("CNA Re"), a
leading property and casualty insurer operating in the London market, from its
formation in 1976 until October 1995. In addition, he acted as the chairman
and chief executive officer of CNA Reinsurance Group from its formation in
April 1994 until October 1995. CNA Reinsurance Group includes CNA Re and the
United States reinsurance operations of CNA Financial Corporation (together
with its affiliates "CNA"). Mr. Blake is the non-executive chairman of CNA
Reinsurance Group. Mr. Blake is also founder Chairman of LUC Holdings Ltd, the
shareholders of the London Underwriting Centre, a marketplace housing many of
the London market insurers and reinsurers. He also served as a member of the
Council of the London Insurance and Reinsurance Market Association and its
predecessor bodies from 1977 to 1996.
William J. Adamson, Jr., age 44, has been Deputy Chairman and a director of
the Company since its organization in September 1995 and a director of LaSalle
Re since its organization in October 1993. He also served as Chairman of
LaSalle Re from its inception until May 1994. Mr. Adamson has 21 years
experience with CNA in the reinsurance industry in Chicago and London. Mr.
Adamson became Chief Executive Officer of CNA Re in November 1995. Mr. Adamson
has been Senior Vice President of Continental Casualty Company ("CCC") since
November 1995 and head of its Chicago-based reinsurance operations and also
President of CNA Re and CNA (Bermuda) Services Ltd. ("CNA Bermuda") since
1993. Prior to his appointment as Senior Vice President, he was a Group Vice
President and a Vice President of CCC and its principal insurance
subsidiaries. Mr. Adamson has acted as the chief operating officer of CNA
Reinsurance Group since its formation in April 1994 and became its chief
executive officer in November 1995.
Andrew Africk, age 30, has been a director of the Company since its
organization in September 1995 and an alternate director of LaSalle Re since
its organization in October 1993. Mr. Africk has been associated since 1992
with Apollo Advisors, L.P., which acts as managing general partner of certain
securities investment funds, and Lion Advisors, L.P., which acts as financial
advisor to and representative for certain institutional investors with respect
to securities investments. Prior thereto, Mr. Africk was completing graduate
degree programs at the Wharton School of Business and the University of
Pennsylvania Law School. Mr. Africk is also a director of Continental Graphics
Holdings, Inc. and Culligan Water Technologies, Inc.
Ivan P. Berk, age 59, has been a director of the Company since its
organization in September 1995 and an alternate director of LaSalle Re since
its organization in October 1993. He has been Executive Director-Manager of
Equities of Aon Advisors, Inc. since March 1993 and was Senior Portfolio
Manager of Aon Advisors, Inc. from December 1990 until March 1993. Mr. Berk
has 28 years of investment experience, including the formation of six
insurance related companies in the last three years.
Joseph Haviv, age 42, has been a director of the Company since October 1995.
Mr. Haviv has been Vice President of EXOR America Inc., an international
investment holding company, since April 1994. Prior to his current position
with EXOR America Inc., Mr. Haviv was a Principal of McKinsey & Company, Inc,
a management consulting firm.
29
<PAGE>
Jonathan H. Kagan, age 40, has been a director of the Company since its
organization in September 1995 and a director of LaSalle Re since its
organization in October 1993. Mr. Kagan is a Managing Director of Corporate
Advisors, L.P., which he joined in 1988. Mr. Kagan has also been associated
with Lazard Freres & Co. LLC since 1980, has been a Managing Director since
1995 and is a Managing Director of Centre Partners Management LLC. Mr. Kagan
is also a director of Continental Cablevision, Inc., Tyco Toys Inc. and
Firearms Training Systems, Inc.
Donald P. Koziol, Jr., age 49, has been a director of the Company since its
organization in September 1995. Mr. Koziol has been Executive Vice President
of Aon Specialty Group, an insurance firm, since January 1995. Mr. Koziol was
Chairman and Chief Executive Officer of Carvill America, Inc., a reinsurance
brokerage firm, from 1984 until 1994.
Lester Pollack, age 63, has been a director of the Company since its
organization in September 1995 and a director of LaSalle Re since its
organization in October 1993. Mr. Pollack was a Deputy Chairman of LaSalle Re
from October 1993 to May 1996. Mr. Pollack has been a Managing Director of
Centre Partners Management LLC, an investment services firm, since 1995,
Senior Managing Director of Corporate Advisors, L.P., an investment advisory
services firm, since 1988, Managing Director of Lazard Freres & Co. LLC, an
investment banking firm, since 1986 and Chief Executive Officer of Centre
Partners, L.P. since 1986. Mr. Pollack is also a director of Continental
Cablevision, Inc., Parlex Corporation, Polaroid Corporation, Sphere Drake
Holdings, Ltd., SunAmerica, Inc. and Tidewater Inc.
Peter J. Rackley, age 59, has been a director of the Company since its
organization in September 1995 and a director of LaSalle Re since its
organization in October 1993. Mr. Rackley has been Chairman and Group Chief
Executive of Western International Financial Group Ltd., a Bermuda-based
insurance business, since 1993. Prior to that, Mr. Rackley held senior
management executive positions in General Accident Fire & Life Assurance
Company plc and NZI Insurance Group. Mr. Rackley is also Chairman of Catlin
Westgen Holdings Limited, Westgen High Ridge Holdings Limited and CHA
Insurance Company Limited and Deputy Chairman of Commercial Risk Partners
Limited.
Scott A. Schoen, age 38, has been a director of the Company since its
organization in September 1995 and a director of LaSalle Re since its
organization in October 1993. Mr. Schoen is a Managing Director of Thomas H.
Lee Company, a Boston-based private investment firm, which he joined in 1986.
Mr. Schoen is also a director of Alliance International Group, Inc., Anchor
Advanced Products, Health O Meter Products Inc., Rayovac Corporation and First
Alert, Inc. and a Trustee of Insight Premier Funds.
Harvey G. Simons, age 49, has been a director of the Company since its
organization in September 1995 and a director of LaSalle Re since its
organization in October 1993. Mr. Simons has served as Executive Vice
President and Chief Underwriting Officer of CNA Re for more than five years.
David A. Stockman, age 50, has been a director of the Company since its
organization in September 1995 and a director of LaSalle Re since its
organization in October 1993. Mr. Stockman was a Deputy Chairman of LaSalle Re
from October 1993 to May 1996. Mr. Stockman is a Member of Blackstone Group
Holdings L.L.C., a general partner of Blackstone Group Holdings L.P., an
investment partnership, since February 1996 and was a General Partner of
Blackstone Group Holdings L.P. (together with its successor, "Blackstone")
from 1990 to February 1996. Mr. Stockman has been a Senior Managing Director
of Blackstone since 1988. Prior to joining Blackstone, Mr. Stockman was a
Managing Director of Salomon Brothers Inc, an investment services firm. Mr.
Stockman served as the Director of the Office of Management and Budget in the
Reagan Administration from 1981 to 1985. Prior to that, Mr. Stockman
represented Southern Michigan in the U.S. House of Representatives. Mr.
Stockman is also a director of Bar Technologies, Inc. and Collins & Aikman
Corporation.
Paul J. Zepf, age 32, has been a director of the Company since May 1996.
Previously he had been an alternate director of LaSalle Re since its
organization in September 1993. He is a Principal of Corporate Advisors, L.P.,
which he joined in 1989. Mr. Zepf is also a Principal of Centre Partners
Management LLC, which manages Centre Capital Investors II, L.P. and related
investment funds. Mr. Zepf is also a director of Firearms Training Systems,
Inc.
30
<PAGE>
Terry J. Alfuth, age 51, has been Senior Vice President, responsible for
actuarial, claims, human resources, and information services, of the Company
and LaSalle Re since September 1996. He joined LaSalle in September 1996 after
eight years with one of the Winterthur US Regional companies as Vice
President/Risk Management during which time he was instrumental in
establishing a commercial lines division. Mr. Alfuth has 29 years of
experience in the property and casualty insurance industry. He is a Fellow of
the Casualty Actuarial Society, a member of the American Academy of Actuaries
and a graduate of the PMD program at Harvard Graduate School of Business
Andrew Cook, age 34, a chartered accountant, has been Chief Financial
Officer and Treasurer of the Company since its organization in September 1995
and Chief Financial Officer and Treasurer of LaSalle Re since its organization
in October 1993. Mr. Cook was an employee of Aon from 1993 until October 1995.
Mr. Cook was employed by Becher and Carlson Risk Management Limited, a
subsidiary of American Re-Insurance Company, from November 1990 to October
1993, where he was a Vice President responsible for a portfolio of captive
insurance companies. From December 1987 to October 1990, Mr. Cook was an audit
manager with Ernst & Young in Bermuda specializing in the audit of insurance
and reinsurance companies.
Guy D. Hengesbaugh, age 38, has been Executive Vice President and Chief
Underwriting Officer of the Company since its organization in September 1995
and Executive Vice President and Chief Underwriting Officer of LaSalle Re
since its organization in October 1993. Mr. Hengesbaugh has ten years
experience in underwriting management with CNA in Chicago and London. Mr.
Hengesbaugh is a Vice President of Continental Casualty Company and an
employee of CNA Bermuda and his services are made available to the Company
pursuant to an underwriting services agreement.
31
<PAGE>
LETTER OF TRANSMITTAL
The Letter of Transmittal and certificates for Shares and any other required
documents should be sent or delivered by each shareholder or his broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
one of its addresses set forth below:
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By Mail:
By Overnight Courier:
By Hand:
Tenders & Exchanges Tenders & Exchanges Attn: Tenders & Exchanges
P.O. Box 2569 14 Wall Street c/o The Depository Trust
Suite 4660-LSR 8th Fl., Suite 4680-LSR Company
Jersey City, NJ 07303- New York, NY 10005 55 Water Street, DTC TAD
2569 Vietnam Veterans Memorial
Plaza
New York, NY 10041
To Confirm Receipt of Notice of Guaranteed Delivery:
(201) 222-4707
Any questions or requests for assistance or additional copies of this Offer
to Purchase and the Letter of Transmittal may be directed to the Information
Agent at its telephone numbers and locations listed below.
The Information Agent for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TENDERS AND EXCHANGES
P.O. BOX. 2569
SUITE 4660-LSR
JERSEY CITY, NEW JERSEY 07303-2569
CALL TOLL FREE (800) 438-0057
32
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER UP TO 3,703,703 COMMON SHARES
OF
LASALLE RE HOLDINGS LIMITED
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 28, 1997
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 25, 1997, UNLESS THE OFFER IS
EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Tenders & Exchanges Tenders & Exchanges Attn: Tenders & Exchanges
P.O. Box 2569 14 Wall Street c/o The Depository Trust
Suite 4660-LSR 8th Fl., Suite 4680-LSR Company
Jersey City, NJ 07303- New York, NY 10005 55 Water Street, DTC TAD
2569 Vietnam Veterans Memorial
Plaza
New York, NY 10041
----------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND THE
ACCOMPANYING OFFER TO PURCHASE (AS DEFINED BELOW) SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders of LaSalle Re
Holdings Limited, a Bermuda company (the "Company"), either if certificates
("Certificates") for Common Shares, par value $1.00 per share (such shares,
together with all other Common Shares of the Company, the "Shares"), are to be
forwarded herewith or if delivery is to be made by book-entry transfer to the
account maintained by First Chicago Trust Company of New York (the
"Depositary") at The Depository Trust Company ("DTC") or the Philadelphia
Depository Trust Company ("PHDTC") (collectively, the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth in Section 4 of the
Company's Offer to Purchase, dated March 28, 1997 (the "Offer to Purchase" and
together with this letter, the "Offer").
If a shareholder desires to accept the Offer and tender Shares pursuant to
the Offer and such shareholder's Certificates are not immediately available or
time will not permit all required documents to reach the Depositary prior to
the expiration of the Offer (the "Expiration Date"), or the procedures for
book-entry transfer cannot be completed on a timely basis, such Shares may
nevertheless be tendered if the guaranteed delivery procedures set forth in
Section 4 of the Offer to Purchase are followed. See Instruction 2. DELIVERY
OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE(S) TENDERED
HOLDER(S) (ATTACH ADDITIONAL SIGNED LIST
(PLEASE FILL IN, IF BLANK) IF NECESSARY)
- -------------------------------------------------------------------------------
TOTAL NUMBER OF
NUMBER OF SHARES
SHARES TENDERED**
REPRESENTED
BY
CERTIFICATE(S)*
CERTIFICATE
NUMBER(S)*
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
TOTAL
SHARES:
- -------------------------------------------------------------------------------
*Need not be completed by shareholders tendering by book-entry transfer.
**Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Check box of Book-Entry Transfer
Facility: [_] DTC [_] PHDTC
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Window Ticket Number (If Any) ______________________________________________
Name of Institution which Guaranteed Delivery ______________________________
If delivery is by book entry transfer, check box:
[_] DTC [_] PHDTC
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to LaSalle Re Holdings Limited, a Bermuda
company (the "Company"), the above described Common Shares, par value $1.00
per share of the Company (such shares, together with all other Common Shares
of the Company, the "Shares"), pursuant to the Company's offer to purchase for
cancellation up to 3,703,703 Shares, at a price no greater than $30.00 nor
less than $27.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase, dated March 28, 1997 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Offer to Purchase, constitutes the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms and subject to the conditions
of the Offer, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Company all right, title and interest in and to all the
Shares that are being tendered hereby and that are being accepted for purchase
pursuant to the Offer (and any and all non-cash dividends, distributions,
stock splits, other Shares, rights or other securities issued or issuable in
respect of the Shares on or after March 28, 1997 (a "Distribution")), and
irrevocably constitutes and appoints the Depositary the true and lawful
attorney-in-fact and proxy of the undersigned with respect to such Shares (and
any Distributions) with full power of substitution and resubstitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates for such Shares (and any
Distributions), or transfer ownership of such Shares (and any Distributions)
on the account books maintained by a Book-Entry Transfer Facility, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of the Company upon receipt by the Depositary, as the
undersigned's agent, of the purchase price (adjusted, if appropriate, as
provided in the Offer to Purchase), (b) present such Shares (and any
Distributions) for transfer in the Company's register of members and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and any Distributions), all in accordance with the terms of
the Offer.
The undersigned hereby irrevocably appoints Victor H. Blake and Andrew Cook
and each of them, or any other designees of the Company, the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote or act by written consent in such manner as
each such attorney and proxy or his substitute shall in his sole discretion
deem proper, and otherwise to act with respect to all the Shares tendered
hereby that have been accepted for payment by the Company prior to the time of
such vote or action (and any Distributions), at any meeting of shareholders
(whether annual or special and whether or not an adjourned meeting) of the
Company, or written resolutions in lieu of any such meeting, or otherwise. All
such powers of attorney and proxies are irrevocable and coupled with an
interest in the tendered Shares and are granted in consideration of, and are
effective when, and only to the extent that, the Company accepts such Shares
for payment. Such acceptance for payment shall revoke any other proxies
granted by the undersigned at any time with respect to such Shares (and any
Distributions) and no subsequent proxies or written resolutions in lieu of any
meeting will be given or signed (and if given or signed will be deemed not to
be effective) with respect thereto by the undersigned.
The undersigned hereby represents and warrants that the undersigned has a
net long position in the Shares at least equal to the Shares being tendered
and has full power and authority to tender, sell, assign and transfer the
Shares tendered hereby (and any Distributions) and that, when the same are
accepted for payment by the Company, the Company will acquire good and
unencumbered title thereto, free and clear of all pledges, liens,
restrictions, charges, proxies and encumbrances and the same will not be
subject to any adverse claim.
Upon request, the undersigned will execute and deliver any additional
documents deemed by the Depositary or the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby
(and any Distributions). In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of the Company any and all other
Shares or other securities, including Distributions, issued to
<PAGE>
the undersigned on or after March 28, 1997 in respect of Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending
such remittance or appropriate assurance thereof, the Company shall be
entitled to all rights and privileges as owner of any such other Shares or
other securities and may withhold the entire consideration or deduct from the
consideration the amount or value thereof, as determined by the Company in its
sole discretion.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors,
administrators and legal and personal representatives of the undersigned.
Except as stated in the Offer to Purchase and this Letter of Transmittal, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned understands that the Company will determine a single per
Share price (no greater than $30.00 nor less than $27.00 per Share), net to
the Seller in cash, that it will pay for Shares validly tendered and not
withdrawn pursuant to the Offer (the "Purchase Price"), taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The undersigned understands that the Company will select the
lowest Purchase Price that will allow it to purchase 3,703,703 Shares validly
tendered and not withdrawn pursuant to the Offer (or such lesser number of
Shares as (i) are validly tendered at no greater than $30.00 nor less than
$27.00 per Share or (ii) require payment of an aggregate Purchase Price of
$100,000,000). The undersigned understands that all Shares validly tendered at
prices at or below the Purchase Price and not withdrawn will be purchased at
the Purchase Price, net to the seller in cash, upon the terms and subject to
the conditions of the Offer, including the proration provisions, and that the
Company will return all other Shares, including Shares rendered at prices
greater than the Purchase Price and not withdrawn and Shares not purchased
because of proration.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment (and accompanying documents,
as appropriate) to the registered holder(s) appearing under "Description of
Shares Tendered" at the address shown below the undersigned's signature. If
both the Special Delivery Instructions and the Special Payment Instructions
are completed, please issue the check for the purchase price, and/or return
any certificates for Shares not tendered or accepted for payment in the name
of, and deliver said certificates and check and return such certificates to,
the person or persons so indicated. Shareholders delivering Shares by book-
entry transfer may request that any Shares not accepted for payment be
returned by crediting such account maintained at a Book-Entry Transfer
Facility as such shareholder may designate by making an appropriate entry
under "Special Payment Instructions." The undersigned recognizes that the
Company has no obligation pursuant to the Special Payment Instructions to
transfer any Shares from the name of the registered holder thereof if the
Company does not accept for payment any of the Shares so tendered. See
Instruction 9.
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED
MUST BE USED. (SEE INSTRUCTION 5.)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.
[_] $27.00[_] $27.25[_] $27.50[_] $27.75[_] $28.00[_] $28.25
[_] $28.50[_] $28.75[_] $29.00[_] $29.25[_] $29.50[_] $29.75
[_] $30.00
ODD LOTS
(SEE INSTRUCTION 8)
To be completed only if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on March 28, 1997, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_]was the beneficial owner, as of the close of business on March 28, 1997,
of an aggregate of fewer than 100 Shares, all of which are being
tendered; or
[_]is a broker, dealer, commercial bank, trust company or other nominee
which
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner, as of the close of
business on March 28, 1997, of an aggregate of fewer than 100 Shares and is
tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered' in this
Letter of Transmittal). See Instruction 5. [_]
OPTIONS AND EXCHANGEABLE NON-VOTING SHARES
(SEE INSTRUCTION 14)
To be completed only if Shares are being tendered by or on behalf of a
person holding and wishing to tender Shares issuable upon exercise, exchange
or exercise and exchange (as the case may be) of options on Shares,
Exchangeable Non-Voting Shares of LaSalle Re Limited ("Exchangeable Non-Voting
Shares") or options thereon.
[_]The undersigned is tendering exercisable options of the Company and
requests cashless exercise of such options with respect to Shares to be
purchased by the Company in the Offer.
Number of options tendered
[_]The undersigned is tendering Exchangeable Non-Voting Shares and hereby
requests approval by the Board for exchange of the Shares to be
purchased by the Company in the Offer.
Number of Exchangeable Non-Voting Shares tendered
<PAGE>
[_]The undersigned is tendering options for Exchangeable Non-Voting Shares
and requests cashless exercise of such options and approval of the Board
for exchange of the underlying shares with respect to Shares to be
purchased by the Company in the Offer.
Number of options for Exchangeable Non-Voting Shares tendered
[_]The undersigned is tendering a combination of at least two of the
following: (i) Shares to be purchased by the Company in the Offer, (ii)
exercisable options with respect to Shares to be purchased by the
Company in the Offer, (iii) Exchangeable Non-Voting Shares to be
purchased by the Company in the Offer, or (iv) options for Exchangeable
Non-Voting Shares to be purchased by the Company in the Offer, and
requests to opt out of the applicable proration priorities.
Note: if this box is checked, attach a letter directing desired
proration priorities.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 9)
To be completed ONLY if certif-
icates for Shares not tendered
or not purchased and/or the
check for the purchase price of
Shares purchased are to be is-
sued in the name of someone
other than the undersigned, or
if the Shares delivered by book-
entry transfer that are not pur-
chased are to be returned by
credit to an account maintained
at a Book-Entry Transfer Facil-
ity other than that designated
above.
Issue [_] Check [_] Certificate(s) to:
Name ____________________________
(PLEASE PRINT)
Address _________________________
----------------------------------
(INCLUDE ZIP CODE)
---------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 9)
To be completed ONLY if certificates for Shares not tendered or not purchased
and/or the check for the purchase price of Shares purchased are to be sent to
someone other than the undersigned, or to the undersigned at an address other
than that shown above.
Mail [_] Check [_] Certificate(s) to:
Name __________________________________________________________________________
(PLEASE PRINT)
Address _______________________________________________________________________
- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- -------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
<PAGE>
SHAREHOLDERS SIGN HERE
---------------------------------------------------------------------------
---------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S) (MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY
AS NAME(S) APPEAR(S) ON CERTIFICATE(S), ON A SECURITY POSITION LISTING OR
BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY CERTIFICATES AND
DOCUMENTS TRANSMITTED HEREWITH.)
Dated: ____________________________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 ON THE FOLLOWING PAGE
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, agents, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following
information. See Instruction 6.
Name(s) ___________________________________________________________________
---------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title): ____________________________________________________
Address: __________________________________________________________________
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ___________________________________________
Tax Identification or Social Security Number: _____________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6 TO DETERMINE IF REQUIRED.)
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
Name of Firm: _____________________________________________________________
Title: ____________________________________________________________________
Address: __________________________________________________________________
Area Code and Telephone Number: ___________________________________________
Dated: ____________________________________________________________________
<PAGE>
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 10)
PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE
YOUR TIN IN THE BOX AT THE
RIGHT AND CERTIFY BY ---------------------------
SIGNING AND DATING BELOW Employer identification
number
------------------------------------------------------------
Part 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number
to be issued to me); and
(2) I am not subject to backup withholding because (i) I
am exempt from backup withholding, (ii) I have not
been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or (iii) the IRS has notified me that I
am no longer subject to backup withholding.
------------------------------------------------------------
SUBSTITUTE
FORM W-9 CERTIFICATION INSTRUCTIONS--You must
DEPARTMENT OF THE cross out item (2) in part 2 above if
TREASURY you have been notified by the IRS that
INTERNAL REVENUE you are subject to backup withholding
SERVICE because of under-reporting interest or
dividends on your tax return. However,
if after being notified by the IRS that
you were subject to backup withholding
you received another notification from
the IRS stating that you are no longer
subject to backup withholding, do not
cross out item (2)
PAYOR'S REQUEST
FOR
TAXPAYER
IDENTIFICATION
NUMBER (TIN)
Part 3--
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Signature: ______________ Date: ________ Awaiting
Name (Please Print) _____________________ TIN ^ [_]
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (i) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (ii) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number within 60 days, 31% of all reportable payments made
to me thereafter will be withheld until I provide a number.
Signature __________________________ Date ___________ Name (Please Print)
THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF THE COMPANY OR HIS
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE
DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ABOVE.
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the Shares (which term, for the purposes of this
document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares)
tendered herewith, unless such holder has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the reverse hereof or (ii) if such Shares are to be tendered
for the account of a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agent's Medallion Program (collectively, "Eligible Institutions"). In all
other cases, all signatures on the Letter of Transmittal must be guaranteed by
an Eligible Institution. If the Certificates are registered in the name of a
person other than the signer of this Letter of Transmittal, or payment of the
purchase price is to be made or certificates for unpurchased Shares are to be
issued or returned to a person other than the registered owner, then the
tendered Certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name or names of the registered
owner or owners appear on the certificates, with the signatures on the
certificates or stock powers guaranteed by an Eligible Institution. See
Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by shareholders either if Certificates are to
be forwarded herewith or if tenders of Shares are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in the Offer to
Purchase. Certificates for all physically tendered Shares, or timely
confirmation of any book-entry transfer into the Depositary's accounts at DTC
or PHDTC of Shares tendered by book-entry transfer, as the case may be, as
well as a properly completed and duly executed Letter of Transmittal with any
required signature guarantees, or an Agent's Message (as defined in the Offer
to Purchase) in the case of a book-entry delivery, and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein on or prior to the Expiration Date (as
defined in the Offer to Purchase). Shareholders whose Certificates are not
immediately available or who cannot deliver their Certificates and all other
required documents to the Depositary on or prior to the Expiration Date or who
cannot complete the procedures for delivery by book-entry transfer on a timely
basis may tender their Shares by properly completing and duly executing the
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure
set forth in the Offer to Purchase. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in
the form provided by the Company, must be received by the Depositary on or
before the Expiration Date, and (iii) the Certificates for all tendered Shares
or confirmation of any book-entry transfer into the Depositary's account at
DTC or PHDTC of Shares tendered by book-entry transfer, as the case may be,
together with a properly completed and duly executed Letter of Transmittal
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message), and all other documents required by this Letter
of Transmittal, must be received by the Depositary within three Nasdaq
National Market trading days after the date of execution of such Notice of
Guaranteed Delivery to the Depositary. If Certificates are forwarded
separately to the Depositary, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND, EXCEPT
AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
<PAGE>
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in
the box entitled "Number of Shares Tendered." In such case, new certificate(s)
for the remainder of the Shares that were evidenced by old certificate(s) will
be sent to the registered holder, unless otherwise provided in the box
entitled "Special Delivery Instructions" on this Letter of Transmittal, as
soon as practicable after the Expiration Date. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
validly tendered, the shareholder must check the box indicating the price per
Share at which such shareholder is tendering Shares under "Price (in Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in the Offer to Purchase) may check the
box above in the section entitled "Odd Lots" indicating that such shareholder
is tendering all Shares at the Purchase Price determined by the Company. ONLY
ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, OR (OTHER THAN AS
DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES. A shareholder wishing to tender portions of such
shareholder's Share holdings at different prices must complete a separate
Letter of Transmittal for each price at which such shareholder wishes to
tender each such portion of such shareholder's Shares. The same Shares cannot
be tendered (unless previously validly withdrawn as provided in Section 3 of
the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. (a)
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
(b) If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
(d) If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of such person's authority so to
act must be submitted.
(e) When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or purchased are to be issued in the name
of, a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
(f) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares listed, the certificates must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as
the name or names of the registered holder(s) appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer
and sale of purchased Shares to it or its order pursuant to the Offer. If
payment of the purchase price is to be made to, or if certificates for Shares
not tendered or purchased are to be
<PAGE>
registered in the name of, any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any transfer taxes
(whether imposed on the registered holder or such other person) payable on
account of the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
8. ODD LOTS. As described in Section 2 of the Offer to Purchase, if the
Company purchases less than all Shares tendered at or below the Purchase Price
before the Expiration Date and not withdrawn, the Shares purchased first will
consist of all Shares tendered at or below the Purchase Price by any
shareholder who owned beneficially, as of March 28, 1997, an aggregate of
fewer than 100 Shares and who tenders all such Shares. This preference will
not be available unless the box contained herein captioned "Odd Lots" is
completed.
Additionally, tendering holders of Odd Lots who do not wish to specify a
purchase price may check the box above in the section entitled "Odd Lots'
indicating that such shareholder is tendering all Shares at the Purchase Price
determined by the Company. See Instruction 5.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of, and/or certificates for unpurchased Shares are to be returned to,
a person other than the signer of this Letter of Transmittal or if a check is
to be sent and/or certificates for unpurchased Shares are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Shares by book-entry
transfer may request that the Shares not purchased be credited to such account
maintained at a Book-Entry Transfer Facility as such shareholder may designate
hereon. If no such instructions are given, such Shares not purchased will be
returned by crediting the account at a Book-Entry Transfer Facility designated
above. See Instruction 1.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from, the Information Agent at its
address set forth below or from your broker, dealer, commercial bank or trust
company.
11. IRREGULARITIES. All questions as to the validity (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company, in its sole discretion, whose determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
determined by it not to be in the appropriate form or the acceptance for
purchase of which may, in the opinion of its counsel, be unlawful. As set
forth in the Offer to Purchase, the Company also reserves the absolute right
to waive any of the conditions of the Offer or any defect or irregularity in
the tender of any Shares of any particular shareholder whether or not similar
defects or irregularities are waived in the case of other shareholders. The
Company's interpretations of the terms and conditions of the Offer (including
these instructions) will be final and binding. Unless waived, any defects or
irregularities must be cured within such time as the Company shall determine.
None of the Company, the Depositary, the Information Agent or any other person
will be under any duty to give notice of any defects or irregularities in
tenders or shall incur any liability for failure to give any such
notification. Tenders shall not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under federal income tax
laws, a shareholder whose tendered Shares are accepted for payment is required
to provide the Depositary with such shareholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below and certify under
penalties of perjury that such number is correct and that such shareholder is
not subject to backup withholding. If the Depositary is not provided with the
correct TIN and certifications are not provided, the Internal Revenue Service
may subject the shareholder or other payee to a $50 penalty. In addition,
payments that are made to such shareholder or other payee with respect to
Shares purchased pursuant to the Offer may be subject to 31% backup
withholding.
<PAGE>
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the shareholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN
is provided to the Depositary.
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
13. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Information Agent. The shareholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s).
This Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed certificates have been followed.
14. OPTIONS AND EXCHANGEABLE NON-VOTING SHARES. Holders of exercisable
options on Shares, holders of Exchangeable Non-Voting Shares of LaSalle Re
Limited ("Exchangeable Non-Voting Shares") and holders of options on
Exchangeable Non-Voting Shares who desire to tender their options or
Exchangeable Non-Voting Shares must check the appropriate box under "Options
and Exchangeable Non-Voting Shares" and fill in the number of options and/or
Exchangeable Non-Voting Shares tendered in the appropriate blank. Exchangeable
Non-Voting Shares must be submitted as indicated for other Shares. Such
tenders will be accepted for payment in accordance with Sections 1 and 2 of
the Offer upon exercise, exchange (following approval of the Board) or
exercise and exchange (following approval of the Board), as the case may be.
Holders tendering any combination of Shares, options on Shares, Exchangeable
Non-Voting Shares or options on Exchangeable Non-Voting Shares may opt out of
the applicable proration priorities enumerated in Section 2 of the Offer by
(i) checking the appropriate box under "Options and Exchangeable Non-Voting
Shares" and (ii) attaching a letter directing the desired proration
priorities.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR AN AGENT'S MESSAGE, TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION
DATE.
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent as set forth below. Requests for additional copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer materials may be
directed to the Information Agent.
The Information Agent for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Tenders and Exchanges
P.O. Box 2569
Suite 4660-LSR
Jersey City, New Jersey 07303-2569
CALL TOLL FREE (800) 438-0057
<PAGE>
NOTICE OF GUARANTEED DELIVERY FOR
TENDER OF UP TO 3,703,703
COMMON SHARES OF
LASALLE RE HOLDINGS LIMITED
AT
NO GREATER THAN $30.00 NOR LESS THAN $27.00 NET PER SHARE
As set forth in Section 4 of the Offer to Purchase, dated March 28, 1997
(the "Offer to Purchase"), of LaSalle Re Holdings Limited, a Bermuda company
(the "Company"), this Notice of Guaranteed Delivery or one substantially
equivalent hereto must be used to accept the Offer (as defined below) if
certificates representing Common Shares, par value $1.00 per share, of the
Company (such shares, together with all other outstanding Common Shares of the
Company, the "Shares") are not immediately available or if such certificates
and all other required documents cannot be delivered on a timely basis or if
the procedures for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
sent by telegram, facsimile transmission or mail to First Chicago Trust
Company of New York (the "Depositary").
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Tenders & Tenders & Exchanges Attn: Tenders &
Exchanges 14 Wall Street Exchanges
P.O. Box 2569 8th Fl., Suite 4680-LSR c/o The Depository Trust
Suite 4660-LSR New York, NY 10005 Company
Jersey City, NJ 55 Water Street, DTC TAD
07303-2569 Vietnam Veterans
Memorial Plaza
New York, NY 10041
By Facsimile Transmission:
(For Eligible Institutions only)
(201) 222-4720
or
(201) 222-4721
To Confirm Receipt of Notice of
Guaranteed Delivery:
(201) 222-4707
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto (see
Instructions 1 and 6 of the Letter of Transmittal), such signature guarantee
must appear on the applicable space provided in the signature box on the
Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to LaSalle Re Holdings Limited, upon the
terms and subject to the conditions set forth in the Offer to Purchase and in
the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged, the number of Shares indicated below
pursuant to the guaranteed delivery procedure set forth in Section 4 of the
Offer to Purchase.
Number of Shares: ___________________ Dated: ______________________________
- -------------------------------------
Name(s) of Record Holder(s):
Certificate No(s). (if available): -------------------------------------
-------------------------------------
If Shares will be tendered by book- -------------------------------------
entry transfer, check one box: -------------------------------------
[_] The Depository Trust Company Address(es):
-------------------------------------
[_] Philadelphia Depository Trust Company -------------------------------------
Signature(s): Area Code and Telephone Number(s):
- -------------------------------------
- ------------------------------------- Account Number: _____________________
-------------------------------------
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED
MUST BE USED.
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.
[_] $27.00[_] $27.25[_] $27.50[_] $27.75[_] $28.00[_] $28.25
[_] $28.50[_] $28.75[_] $29.00[_] $29.25[_] $29.50[_] $29.75
[_] $30.00
ODD LOTS
To be completed only if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on March 28, 1997, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_]was the beneficial owner, as of the close of business on March 28, 1997,
of an aggregate of fewer than 100 Shares, all of which are being
tendered; or
[_]is a broker, dealer, commercial bank, trust company or other nominee
which
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner, as of the close of
business on March 28, 1997, of an aggregate of fewer than 100 Shares and is
tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered' in this
Letter of Transmittal). [_]
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agent's Medallion Program, hereby (a) represents that the
tender of Shares effected hereby complies with Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, and (b) guarantees to deliver to the
Depositary, at one of its addresses set forth above, the certificates
representing all tendered Shares, in proper form for transfer, or confirmation
of a book-entry transfer of such Shares, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message (as defined in the Offer
to Purchase) in the case of book-entry delivery, and any other documents
required by the Letter of Transmittal within three trading days after the date
of execution of this Notice of Guaranteed Delivery.
Name of Firm: _________________________________________________________________
- -------------------------------------------------------------------------------
Address: ______________________________________________________________________
- -------------------------------------------------------------------------------
Authorized Signature:
- -------------------------------------------------------------------------------
Name: _________________________________________________________________________
Please type or print
Area Code and Telephone Number: _____________________ Date: ___________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
3
<PAGE>
OFFER TO PURCHASE FOR CASH
UP TO
3,703,703 COMMON SHARES
OF
LASALLE RE HOLDINGS LIMITED
AT
NO GREATER THAN $30.00 NOR LESS THAN $27.00 NET PER SHARE
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON APRIL 25, 1997, UNLESS THE OFFER IS EXTENDED.
March 28, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
LASALLE RE HOLDINGS LIMITED, a Bermuda company (the "Company"), is making an
offer to purchase for cancellation up to 3,703,703 of its Common Shares, par
value $1.00 per share (such shares, together with all other outstanding Common
Shares of the Company, the "Shares"), at a price no greater than $30.00 nor
less than $27.00 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 March 28, 1997 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer") enclosed
herewith.
The Company will determine a single price (no greater than $30.00 nor less
than $27.00), net to the seller in cash, that it will pay for Shares validly
tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the lowest Purchase Price
that will allow it to purchase 3,703,703 Shares validly tendered and not
withdrawn pursuant to the Offer (or such lesser number of Shares as (i) are
validly tendered at prices no greater than $30.00 nor less than $27.00 per
Share or (ii) requires payment of an aggregate Purchase Price of
$100,000,000). The Company will purchase all Shares validly tendered at prices
at or below the Purchase Price and not withdrawn, upon the terms and subject
to the conditions of the Offer, including the provisions relating to proration
described in the Offer to Purchase. See Section 1 of the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase
Price and Shares not purchased because of proration will be returned.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 11 OF THE OFFER TO PURCHASE.
Enclosed herewith for your information and for forwarding to your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee are copies of the following documents:
1. The Offer to Purchase, dated March 28, 1997;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to the
Depositary (as defined in the Offer to Purchase) before the expiration of
the Offer or if the procedures for book-entry transfer cannot be completed
on a timely basis;
4. A printed form of letter which may be sent to your clients for whose
account you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
1
<PAGE>
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 25, 1997, UNLESS
THE OFFER IS EXTENDED.
In order to accept the Offer, (i) a duly executed and properly completed
Letter of Transmittal with any required signature guarantees, any Agent's
Message (as defined in the Offer to Purchase) and any other documentation
should be sent to the Depositary, and (ii) either certificates representing
the tendered Shares should be delivered to the Depositary or such Shares
should be tendered by book-entry transfer into the Depositary's account
maintained at one of the Book-Entry Transfer Facilities (as defined in the
Offer to Purchase), all in accordance with the instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impractical for them to
forward their certificates for such Shares or other required documentation on
or prior to the expiration of the Offer or to comply with the book-entry
transfer procedures on a timely basis, a tender may be effected by following
the guaranteed delivery procedures specified in Section 4 of the Offer to
Purchase.
The Company will not pay any commissions or fees to any broker, dealer or
other person (other than the Information Agent, as described in the Offer to
Purchase) for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse you for customary clerical and mailing
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Company will pay or cause to be paid any transfer taxes payable
on the transfer of Shares to it, except as otherwise provided in Instruction 7
of the enclosed Letter of Transmittal.
As described in the Offer to Purchase, if more than 3,703,703 Shares have
been validly tendered at or below the Purchase Price and not withdrawn prior
to the Expiration Date, as defined in Section 1 of the Offer to Purchase, or
if Shares have been validly tendered at or below the Purchase Price for an
aggregate Purchase Price exceeding $100,000,000, the Company will accept
Shares for purchase in the following order of priority: (i) all Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date by any shareholder who owned beneficially, as of the close of
business on March 28, 1997, an aggregate of fewer than 100 Shares and who
validly tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" in the Letter of
Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (ii)
after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date on a pro rata basis.
Any questions or requests for assistance may be directed to the Information
Agent at its address and telephone number set forth on the back cover of the
Offer to Purchase. Requests for additional copies of the Offer to Purchase,
the Letter of Transmittal and other tender offer materials may be directed to
the Information Agent.
Very truly yours,
LaSalle Re Holdings Limited
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEPOSITARY, THE INFORMATION
AGENT OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
2
<PAGE>
OFFER TO PURCHASE
UP TO
3,703,703 COMMON SHARES
OF
LASALLE RE HOLDINGS LIMITED
AT
NO GREATER THAN $30.00 NOR LESS THAN $27.00 NET PER SHARE
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 25, 1997,
UNLESS THE OFFER IS EXTENDED.
March 28, 1997
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated March 28,
1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to an offer by LaSalle Re Holdings
Limited, a Bermuda company (the "Company"), to purchase for cancellation up to
3,703,703 of its Common Shares, par value $1.00 per share (such shares,
together with all other outstanding Common Shares of the Company, the
"Shares"), at a price no greater than $30.00 nor less than $27.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES
CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. A TENDER OF
SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT. ACCORDINGLY, WE REQUIRE INSTRUCTIONS AS TO WHETHER YOU WISH TO
TENDER ANY OR ALL OF SUCH SHARES HELD BY US FOR YOUR ACCOUNT, UPON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER.
Please note the following:
1. You may tender Shares at prices (in multiples of $0.25), no greater
than $30.00 nor less than $27.00 per Share, as indicated in the attached
Instruction Form, net to you in cash.
2. The Company is offering to purchase for cancellation up to 3,703,703
Shares at a price no greater than $30.00 nor less than $27.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer.
3. The Offer, the proration period and withdrawal rights will expire at
12:00 midnight, New York City time, on April 25, 1997, unless the Offer is
extended.
4. THE OFFER IS NOT CONDITIONED UPON A MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 11 OF THE OFFER TO PURCHASE.
5. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 7 of the Letter of
Transmittal, transfer taxes on the purchase for cancellation of Shares
pursuant to the Offer.
6. Payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary (as defined in the Offer
to Purchase) of (i) certificates for such Shares or timely confirmation of
the book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company or Philadelphia Depository Trust Company
(collectively, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 4 of the Offer to Purchase, (ii) the Letter
of Transmittal, properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as described in Section 4 of
the Offer to Purchase) in connection with a book-entry transfer, and (iii)
any other documents required by the Letter of Transmittal. Accordingly,
payment may not be made to all tendering shareholders at the same time
depending upon when certificates for, or confirmations of book-entry
transfer of, such Shares into the Depositary's account at a Book-Entry
Transfer Facility are actually received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us
the instruction form contained in this letter. If you authorize a tender of
your Shares, all such Shares will be tendered pursuant to the Offer unless
otherwise indicated in such instruction form. Please forward your instructions
to us in ample time to permit us to submit a tender on your behalf prior to
the expiration of the Offer. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares held by us
for your account.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. Nevertheless, the Company may, in its sole discretion, take
such action as it may deem necessary to make the Offer in any such
jurisdiction and extend the Offer to holders of Shares in such jurisdiction.
In those jurisdictions where the laws require the Offer to be made by a
licensed broker or dealer, the Offer is being made on behalf of the Company by
one or more registered brokers or dealers that are licensed under the laws of
such jurisdiction.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
UP TO
3,703,703 COMMON SHARES
OF
LASALLE RE HOLDINGS LIMITED
AT NO GREATER THAN $30.00 NOR LESS THAN $27.00 NET PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated March 28, 1997 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer") relating to the
offer by LaSalle Re Holdings Limited, a Bermuda company (the "Company"), to
purchase for cancellation up to 3,703,703 of its Common Shares, par value
$1.00 per share (such shares, together with all other Common Shares of the
Company, the "Shares"), at a price no greater than $30.00 nor less than $27.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or if no number is indicated below, all Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer.
Dated:
- ---------------------------
NUMBER OF SHARES TO BE TENDERED: SHARES
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED MUST BE USED.
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND
INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES.
[_] $27.00[_] $27.25[_] $27.50[_] $27.75[_] $28.00[_] $28.25
[_] $28.50[_] $28.75[_] $29.00[_] $29.25[_] $29.50[_] $29.75
[_] $30.00
ODD LOTS
[_]By checking this box, the undersigned represent(s) that the undersigned
owned beneficially, as of the close of business on March 28, 1997, an
aggregate of fewer than 100 Shares and is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer
(persons checking this box
need not indicate the price per Share in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered"). [_]
-------------------------------------------
(Signatures)
-------------------------------------------
Print Name(s)
-------------------------------------------
Print Address
-------------------------------------------
Area Code and Telephone Number
-------------------------------------------
Tax Identification or Social Security
Number
2
<PAGE>
LASALLE RE HOLDINGS LIMITED
25 CHURCH STREET
HAMILTON HM FX, BERMUDA
Dear Shareholder:
LaSalle Re Holdings Limited is offering to purchase for cancellation up to
3,703,703 Common Shares at a price no greater than $30.00 nor less than $27.00
per share, net to the seller in cash, without interest thereon for an
aggregate price not exceeding $100,000,000. The Offer includes Common Shares,
options thereon, Exchangeable Non-Voting Shares of LaSalle Re Limited and
options thereon. The Company is conducting the Offer through a procedure
commonly referred to as a "modified Dutch auction." This procedure allows you
to select the minimum price within the specified price range at which you are
willing to sell all or a portion of your shares to the Company.
This Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. The instructions on how to tender your shares are also
explained in detail in the enclosed accompanying materials. We encourage you
to read these materials carefully.
The closing sale price per Common Share on the Nasdaq National Market on
March 27, 1997, the last trading day prior to the commencement of the Offer,
was $28.75 per share. Any shareholder whose shares are purchased in the Offer
will not incur the usual transaction costs associated with open market sales.
Any shareholder owning an aggregate of less than 100 shares and whose shares
are properly tendered and purchased for cancellation pursuant to the Offer
will avoid applicable discounts payable on sales of odd lots.
The Board of Directors of the Company has approved the making of the Offer.
However, neither the Company nor the Board makes any recommendation to any
shareholder as to whether to tender any or all shares. Shareholders must make
their own decision as to whether to tender shares and, if so, how many shares
to tender and the price or prices at which shares should be tendered.
We have retained First Chicago Trust Company of New York as our Information
Agent to help you respond to this Offer. Please contact them between the hours
of 8:00 a.m. and 6:00 p.m., Eastern Standard Time, at their toll free number
(1-800-438-0057) if you have any questions. Their representatives will be
pleased to answer your questions and can help you complete the enclosed
materials.
Very truly yours,
By order of the Board of Directors,
/s/ Victor H. Blake
-------------------------------------
VICTOR H. BLAKE
Chairman, President and
Chief Executive Officer
March 28, 1997
<PAGE>
LASALLE RE HOLDINGS LIMITED COMMENCES TENDER OFFER
Hamilton, Bermuda--March 28, 1997--LaSalle Re Holdings Limited
(NASDAQ:LSREF) today commenced a tender offer to purchase up to 3,703,703
Common Shares at a price no greater than $30.00 nor less than $27.00 per
Common Share for an aggregate price not exceeding $100 million. In this
repurchase plan, called a modified Dutch auction tender offer, shareholders
have an opportunity to sell their shares at prices within a range no greater
than $30.00 nor less than $27.00 per share. After shares are tendered by
shareholders, the Company selects a price within such range and buys back
shares that have been tendered at or below such price.
The tender offer will be made on the terms and subject to the conditions set
forth in the Company's definitive tender offer materials, which are being
mailed to shareholders today. The tender offer will expire on April 25, 1997,
unless extended.
The information agent for the tender offer is First Chicago Trust Company of
New York. Additional copies of the Offer to Purchase and Letter of Transmittal
may be obtained from the information agent by calling(800) 438-0057.
LaSalle Re Holdings Limited, through its subsidiary LaSalle Re Limited, is a
global provider of reinsurance. The Company's principal product is property
catastrophe reinsurance.
* * *
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely pursuant to the Offer to
Purchase, dated March 28, 1997, and the related Letter of Transmittal, which
are being mailed to shareholders of LaSalle Re Holdings Limited on or about
March 28, 1997 and is neither deemed made to, nor will tenders be accepted
from or on behalf of, holders of Shares residing in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. In any
jurisdiction the securities, blue sky or other laws of which require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed made on
behalf of the Company by one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- ------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if
joint funds,
either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only contributor,
the minor(1)
6. Account in the name of the The ward, minor,
guardian or committee for a or incompetent
designated ward, minor, or person(3)
incompetent person
7. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b. So-called trust account The actual
that is not a legal or owner(1)
valid trust under State
law
8. Sole proprietorship The owner(4)
account
</TABLE>
<TABLE>
<CAPTION>
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- ----------------------------------------------------
<S> <C>
9. A valid trust, estate, or The legal entity
pension trust (Do not furnish
the identifying
number of the
personal
representative or
trustee unless
the legal entity
itself is not
designated in the
account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or prison) that
receives agricultural
program payments
</TABLE>
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of
1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not pro-
vided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends un-
der section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT
TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, inter-
est, or other payments to give taxpayer identification numbers to payers who
must report the payments to IRS. IRS uses the numbers for identification pur-
poses. Payers must be given the numbers whether or not recipients are required
to file tax returns. Beginning January 1, 1984, payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain penal-
ties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your taxpayer identification number to a payer, you are sub-
ject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or im-
prisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
