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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO SCHEDULE 13E-4
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SCPIE HOLDINGS INC.
(Name Of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
C-78402P
(CUSIP Number of Class of Securities)
DONALD J. ZUK
SCPIE HOLDINGS INC.
1888 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 551-5900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
DAVID A. HAHN, ESQ.
LATHAM & WATKINS
701 B STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92101-8197
(619) 236-1234
OCTOBER 14, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$75,000,000 $15,000
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 2,000,000 shares of Common Stock at the maximum tender
offer price of $37.50 per share.
[X] Check box 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
or schedule and the date of its filing.
Amount Previously Paid: $15,000 Filing party: SCPIE Holdings Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: October 14, 1999
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This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4"), dated October 14, 1999,
filed by SCPIE Holdings Inc., a Delaware corporation (the "Company"), relating
to the offer by the Company to purchase up to 2,000,000 shares of its Common
Stock, par value $0.0001 per share (including the associated preferred stock
purchase rights (the "Rights") issued pursuant to the Rights Agreement dated as
of May 13, 1997, as amended as of October 19, 1998 and August 4, 1999, between
the Company and ChaseMellon Shareholder Services, L.L.C., as the Rights Agent),
at prices not in excess of $37.50 nor less than $34.25 per share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 14, 1999 and in the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer"), copies of which are attached as Exhibit
(a)(1) and (a)(2) to the Schedule 13E-4. Capitalized terms defined in the
Schedule 13E-4 and not otherwise defined herein shall have the meanings
specified in the Schedule 13E-4.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13E-4 is hereby supplemented and amended by adding
the following:
The Offer expired at 12:00 Midnight, New York City time, on November 10,
1999. The Company accepted a total of 2,023,973 Shares at a purchase price of
$35.00 per Share. The Company increased its offer, as permitted by applicable
rules, to accept the additional 23,973 shares for purchase in order to prevent
proration. As of October 5, 1999, the Company had 12,068,462 Shares outstanding.
Following the purchase of the Shares properly tendered in the Offer, the Company
has approximately 10,044,489 Shares outstanding.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) of the Schedule 13E-4 is hereby supplemented and amended by adding
the following:
On November 10, 1999, the Company issued a press release announcing a
clarification of the guaranteed delivery procedures of the Offer, a copy of
which is filed as Exhibit (a)(12) hereto and is incorporated herein by
reference. On November 11, 1999, the Company issued a press release announcing
the preliminary results of the Offer, a copy of which is filed as Exhibit
(a)(13) hereto and is incorporated herein by reference. On November 18, 1999,
the Company issued a press release announcing the final results of the Offer, a
copy of which is filed as Exhibit (a)(14) hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibits:
(a)(12) Press Release dated November 10, 1999.
(a)(13) Press Release dated November 11, 1999.
(a)(14) Press Release dated November 18, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: November 17, 1999 SCPIE Holdings Inc.
By: /s/ Donald J. Zuk
---------------------------------
Name: Donald J. Zuk
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(12) Press Release dated November 10, 1999.
(a)(13) Press Release dated November 11, 1999.
(a)(14) Press Release dated November 18, 1999.
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(Investors) Patrick Lo (Media) Howard Bender
Senior Vice President and CFO Vice President/Communications
SCPIE Holdings Inc. SCPIE Holdings Inc.
310/557-8711 310/551-5948
e-mail: [email protected] e-mail: [email protected]
Cecilia A. Wilkinson
Pondel/Wilkinson Group
310/207-9300
e-mail: [email protected]
SCPIE HOLDINGS CLARIFIES GUARANTEED DELIVERY PROCEDURES FOR
TENDER OFFER
LOS ANGELES, CALIFORNIA - NOVEMBER 10, 1999 - SCPIE Holdings Inc.
(NYSE:SKP) announced today that for purposes of the guaranteed delivery
procedures in connection with the issuer tender offer commenced on October 14,
1999, it has authorized ChaseMellon Shareholder Services, L.L.C., the Depositary
for the tender offer, to accept certificates for shares of its Common Stock
tendered pursuant to the guaranteed delivery procedures in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together with a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and any required signature guarantees or other documents
required by the Letter of Transmittal, within four New York Stock Exchange
trading days after the date of receipt by the Depositary of a Notice of
Guaranteed Delivery with respect to such shares. All other provisions of the
issuer tender offer and guaranteed delivery procedures remain unchanged.
SCPIE Holdings Inc. is an insurance holding company specializing in
healthcare professional liability insurance.
###
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(Investors) Patrick Lo (Media) Howard Bender
Senior Vice President and CFO Vice President/Communications
SCPIE Holdings Inc. SCPIE Holdings Inc.
310/557-8711 310/551-5948
e-mail: [email protected] e-mail: [email protected]
Cecilia A. Wilkinson
Pondel/Wilkinson Group
310/207-9300
e-mail: [email protected]
SCPIE HOLDINGS ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION
SELF-TENDER OFFER
LOS ANGELES, CALIFORNIA - NOVEMBER 11, 1999 - SCPIE Holdings Inc.
(NYSE:SKP) announced today the preliminary results of its Dutch Auction self-
tender offer, which was completed at midnight, New York City time, on
November 10, 1999. SCPIE commenced the self-tender offer for up to 2,000,000
shares of its common stock on October 14, 1999.
Based on a preliminary count by ChaseMellon Shareholder Services, L.L.C.,
the Depositary for the offer, 2,125,279 shares of common stock were properly
tendered and not withdrawn at prices at or below $35.00 per share. SCPIE
expects to purchase 2,000,000 shares at a price of $35.00 per share. The
preliminary proration factor for the tender offer is approximately 94.08% of the
shares tendered at prices at or below $35.00 per share. SCPIE may, at its
discretion, choose to purchase additional shares at the final tender offer
price, if necessary, to avoid proration.
The determination of the actual purchase price for the common stock and the
actual proration factor, if any, is subject to final confirmation of the proper
delivery of all shares tendered and not withdrawn, including shares tendered
pursuant to the guaranteed delivery procedure. Payment for the shares accepted
for payment, and return of all other shares tendered
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but not accepted for purchase, will occur as soon as practicable after
determination of the final proration factor, if any.
SCPIE Holdings Inc. is an insurance holding company specializing in
healthcare professional liability insurance.
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(Investors) Patrick Lo (Media) Howard Bender
Senior Vice President and CFO Vice President/Communications
SCPIE Holdings Inc. SCPIE Holdings Inc.
310/557-8711 310/551-5948
e-mail: [email protected] e-mail: [email protected]
Cecilia A. Wilkinson
Pondel/Wilkinson Group
310/207-9300
e-mail: [email protected]
SCPIE HOLDINGS ANNOUNCES COMPLETION OF SELF-TENDER OFFER
LOS ANGELES, CALIFORNIA - NOVEMBER 18, 1999 - SCPIE Holdings Inc.
(NYSE:SKP) announced today the final results of its Dutch Auction self-tender
offer, which expired at midnight, New York City time, on November 10, 1999.
Based on a final count by ChaseMellon Shareholder Services, L.L.C., the
Depositary for the offer, SCPIE accepted for purchase 2,023,973 shares of common
stock at a price of $35.00 per share.
SCPIE commenced its self-tender offer for up to 2,000,000 shares of the
common stock on October 14, 1999. SCPIE increased its offer, as permitted by
applicable rules, to accept the additional 23,973 shares tendered at a price of
$35.00 per share for purchase in order to prevent proration.
As of October 5, 1999, the Company had 12,068,462 shares of common stock
outstanding. Following the purchase of the shares accepted in the self-tender
offer, the Company will have approximately 10,044,489 shares of common stock
outstanding.
The Depositary will promptly make payment for all shares accepted for
purchase and return those shares tendered but not accepted for purchase.
SCPIE Holdings Inc. is an insurance holding company specializing in
healthcare professional liability insurance.
