<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13E-4
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. 1 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 (or such lesser
number of shares as are properly tendered) 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 (the "Offer to Purchase") 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 Statement. Capitalized terms defined in the
Statement and not otherwise defined herein shall have the meanings specified in
the Statement.
ITEM 7. FINANCIAL INFORMATION.
Item 7(a) of Schedule 13E-4 is hereby deleted and replaced in its
entirety with the following:
"The information set forth in Section 9 of the Offer to Purchase,
Exhibit (g)(1) hereto, Exhibit (g)(2) hereto and Exhibit (g)(3) hereto is
incorporated herein by reference."
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) of the Schedule 13E-4 is hereby supplemented and amended by
adding the following:
On November 3, 1999, the Company issued a press release with respect to
the declaration of a regular quarterly dividend payable to holders of the Shares
as of December 14, 1999. A copy of the press release is attached hereto as
Exhibit (a)(10). On November 4, 1999, the Company issued a press release with
respect to its third quarter results. A copy of the press release is attached
hereto as Exhibit (a)(11). On November 4, 1999, the Company filed its Quarterly
Report on Form 10-Q with the Commission. Portions of the Quarterly Report on
Form 10-Q are incorporated herein by reference as Exhibit (g)(3).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibits:
(a)(10) Press Release dated November 3, 1999.
(a)(11) Press Release dated November 4, 1999.
(g)(3) Pages 2 through 6, inclusive, of the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1999
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q filed with the Commission on November 4, 1999).
2
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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 3, 1999 SCPIE Holdings Inc.
By: /s/ Donald J. Zuk
Name: Donald J. Zuk
Title: President and Chief
Executive Officer
3
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(10) Press Release dated November 3, 1999.
(a)(11) Press Release dated November 4, 1999.
(g)(3) Pages 2 through 6, inclusive, of the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1999 (incorporated by
reference to the Company's Quarterly Report on Form 10-Q filed with
the Commission on November 4, 1999).
4
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EXHIBIT (a)(10)
(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 REGULAR QUARTERLY DIVIDEND
LOS ANGELES, CALIFORNIA - NOVEMBER 3, 1999 - SCPIE Holdings Inc. (NYSE:SKP)
announced today that its Board of Directors has declared a regular quarterly
cash dividend of $.08 per share, payable December 30, 1999, to stockholders of
record on December 14, 1999.
SCPIE Holdings Inc. is one of the nation's leading providers of medical
malpractice insurance based on direct premiums written. SCPIE currently insures
more than 14,500 physicians, other providers and oral and maxillofacial surgeons
practicing alone or in medical groups, clinics or other health care
organizations. The company also insures a variety of other healthcare
facilities, including hospitals, emergency department facilities, outpatient
surgery and hemodialysis centers, and clinical and pathology laboratories.
# # #
<PAGE>
EXHIBIT (a)(11)
(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 THIRD-QUARTER, NINE-MONTH RESULTS
LOS ANGELES, CALIFORNIA - NOVEMBER 4, 1999 - SCPIE Holdings Inc.
(NYSE:SKP), one of the nation's major providers of medical malpractice
insurance, today reported improved operating income for the three- and nine-
month periods ended September 30, 1999.
For the third quarter, operating income (excluding realized investment
gains and losses) rose 8% to $0.66 per share from $0.61 per share in the
corresponding year-earlier period, as the company continued to improve its loss
ratio on stable earned premiums.
Net income for the quarter totaled $6.8 million, or $0.58 per diluted
share. A year ago, net income for the third quarter totaled $9.4 million, or
$0.78 per diluted share.
Net premiums written for the 1999 third quarter totaled $35.2 million and
earned premiums equaled $38.8 million. In last year's third quarter, net
premiums written were $37.1 million and earned premiums were $38.3 million.
Total revenues for the current third quarter equaled $47.2 million,
including $1.3 million in realized investment losses, compared with revenues of
$51.5 million in the corresponding period last year, when the company had
realized investment gains of $3.3 million.
(more)
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SCPIE Holdings Inc.
2-2-2
For the nine months ended September 30, 1999, operating income per share
rose 8% to $1.97 from $1.82 a year ago.
Net income for the 1999 nine-month period totaled $26.4 million, or $2.26
per diluted share. A year ago, nine-month net income equaled $26.8 million, or
$2.21 per diluted share.
Net premiums written for the current nine-month period totaled $113.8
million, and earned premiums were $119.2 million. For last year's nine-month
period, net premiums written were $115.2 million, and earned premiums totaled
$117.8 million.
Total revenues for the first nine months of 1999 were $153.8 million,
including realized investment gains of $5.3 million. This compares with 1998
nine-month total revenues of $155.9 million, which included $7.3 million of
realized investment gains.
SCPIE's GAAP loss ratio improved in the third quarter to 81.7% from 83.4% a
year ago. The expense ratio in the quarter equaled 18.8%, up from 17.7% a year
ago, as SCPIE's broker relationships continued to contribute a greater
proportion of premiums. The company's combined ratio for the quarter improved to
100.5%, down from 101.1% a year ago.
"SCPIE continued to produce operating income gains in the third quarter,
demonstrating our ability to maintain quality business with improved loss
ratios," said Donald J. Zuk, SCPIE President and Chief Executive Officer.
"Also, during the quarter, we continued to realize the benefits of our growing
relationships with quality insurance brokers. In addition, we launched a new
product that addresses physicians' liability exposure to Medicare and Medicaid
billing errors and omissions."
(more)
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SCPIE Holdings Inc.
3-3-3
Book value per share at September 30, 1999, excluding unrealized gains and
losses, rose to $32.77, compared with $30.97 at December 31, 1998. Including
unrealized gains and losses, book value was $31.88 at September 30, 1999, and
$32.54 at December 31, 1998.
On October 14, 1999, the company commenced an offer to purchase up to two
million shares of its common stock at a price not greater than $37.50 or less
than $34.25 per share through a procedure commonly known as a Dutch Auction.
The offer is scheduled to expire on November 10, 1999, unless extended by the
company.
SCPIE Holdings Inc. is one of the nation's leading providers of medical
malpractice insurance, based on direct premiums written in 1998. SCPIE
currently insures more than 14,500 physicians, other providers and oral and
maxillofacial surgeons practicing alone or in medical groups, clinics or other
healthcare organizations. The company also insures a variety of healthcare
facilities, including hospitals, emergency departments, outpatient surgery and
hemodialysis centers, and clinical and pathology laboratories.
###
In addition to historical information, this news release contains forward-
looking statements that are based upon the company's estimates and expectations
concerning future events and are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Actuarial estimates of losses and loss expenses and
expectations concerning the company's ability to retain its current insureds and
to expand its product lines and its business in existing and into new
geographical areas, including through the Brown & Brown affiliation, are
dependent upon a variety of factors, including future economic, competitive and
market conditions, future legislative and regulatory changes and the cyclical
nature of the property and casualty industry, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
company. In light of the significant uncertainties inherent in the forward-
looking information herein, the inclusion of such information should not be
regarded as representation by the company or any other person that the company's
objectives or plans will be realized.
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SCPIE HOLDINGS INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
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<S> <C> <C>
ASSETS (UNAUDITED)
Securities available-for-sale:
Fixed maturities investments, at fair value
(amortized cost 1999 - $656,938; 1998 - $698,971) $644,509 $722,196
Equity investments, at fair value
(cost 1999 - $24,802; 1998 - $31,493) 21,393 37,015
---------------------------------------------
Total securities available-for-sale 665,902 759,211
Short -term investments 48,026 34,405
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Total investments 713,928 793,616
Cash 9,957 12,305
Accrued investment income 9,785 11,440
Reinsurance recoverable 34,973 24,899
Deferred federal income taxes 22,397 12,163
Costs in excess of net assets acquired 7,189 7,811
Property and equipment, net 19,894 19,706
Other assets 34,226 39,529
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Total assets $852,349 $921,469
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LIABILITIES
Reserves:
Loss and loss adjustment expenses $448,622 $477,631
Unearned premiums 19,219 24,591
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Total reserves 467,841 502,222
Other liabilities 15,768 32,729
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Total liabilities 483,609 534,951
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock - par value $1.00,
5,000,000 shares authorized, no shares
issued or outstanding - - - -
Common stock - par value $.0001, 30,000,000
shares authorized, 12,792,091 shares issued,
1999 - 11,568,462 shares outstanding
1998 - 11,878,791 shares outstanding 1 1
Additional paid-in capital 36,386 36,386
Retained earnings 368,162 344,587
Treasury stock, at cost (25,514) (13,141)
(1999 - 723,629 shares and 1998 - 413,300 shares)
Accumulated other comprehensive income (10,295) 18,685
---------------------------------------------
Total stockholders' equity 368,740 386,518
---------------------------------------------
Total liabilities and stockholders' $852,349 $921,469
equity
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SCPIE HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
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Revenues:
Premiums earned $ 38,826 $ 38,289 $ 119,219 $ 117,769
Net investment income 9,514 9,768 28,951 30,394
Realized investment gains (losses) (1,325) 3,269 5,283 7,330
Other revenue 166 158 396 428
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Total revenues 47,181 51,484 153,849 155,921
Expenses:
Losses and loss adjustment expenses 31,725 31,931 97,475 99,307
Other operating expenses 7,307 6,767 21,556 20,707
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Total expenses 39,032 38,698 119,031 120,014
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Income before federal income taxes 8,149 12,786 34,818 35,907
Federal income taxes 1,370 3,374 8,441 9,078
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Net income $ 6,779 $ 9,412 $ 26,377 $ 26,829
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Basic earnings per share of common stock $ 0.59 $ 0.79 $ 2.26 $ 2.21
============================================================
Diluted earnings per share of common stock $ 0.58 $ 0.78 $ 2.26 $ 2.21
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Average Number of Shares Outstanding-Basic 11,580,094 11,981,094 11,663,813 12,131,705
Average Number of Shares Outstanding-Diluted 11,599,158 11,995,873 11,670,168 12,148,272
GAAP Loss Ratio 81.71% 83.39% 81.76% 84.32%
GAAP Expense Ratio 18.82% 17.67% 18.08% 17.58%
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GAAP Combined Ratio 100.53% 101.06% 99.84% 101.90%
Operating Earnings Per Share $ 0.66 $ 0.61 $ 1.97 $ 1.82
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