<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
AMENDMENT NO. 2
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
PREFERRED EMPLOYERS HOLDINGS, INC.
----------------------------------
(Name of Issuer)
PREFERRED EMPLOYERS HOLDINGS, INC.
------------------------------------
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
739908-101
-------------------------------------
(CUSIP Number of Class of Securities)
MEL HARRIS
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
PREFERRED EMPLOYERS HOLDINGS, INC.
10800 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33161
(305) 893-4040
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
WITH A COPY TO:
FERNANDO C. ALONSO, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
SEPTEMBER 17, 1999
----------------------------------------------------------------------
(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>
$14,842,255.00(1) $2,968.00(2)
==========================================================================================================
</TABLE>
[ ] Check box if any part of the fee is offset by Rule 0-11 (a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing and registration statement number, or the
form or schedule and the date of filing.
AMOUNT PREVIOUSLY PAID: None FILING PARTY: Not Applicable
FORM OR REGISTRATION NO.: Not Applicable DATE FILED: Not Applicable
- -------------------------
(1) Estimated for purposes of calculating the amount of the filing fee only.
The total transaction value is based on 5,247,085 Shares of common stock
of Preferred Employers Holdings, Inc. outstanding as of August 31, 1999,
less 2,278,634 Shares held by Mr. Mel Harris, Chairman of the Board of
Directors and Chief Executive Officer of the Company, Mr. Peter E.
Kilissanly, President and Chief Operating Officer of the Company, and
certain other executive officers and directors of the Company, at an Offer
Price of $5.00 per Share.
(2) Calculated as 1/50 of 1% percent of the transaction value.
================================================================================
<PAGE> 2
INTRODUCTION
This Amendment No. 2 to the Rule 13e-4 Issuer Tender Offer Statement on
Schedule 13E-4 (the "Schedule 13E-4") is being filed by Preferred Employers
Holdings, Inc., a Delaware corporation (the "Company"), pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Rule 13e-4 thereunder in connection with the tender offer by the Company for
all of its issued and outstanding shares of common stock, $.01 par value per
share (the "Shares"), including Shares of common stock held by the executive
officers and directors of the Company, at a price of $5.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated September 17, 1999 (the "Offer to Purchase") and the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2)
hereto, respectively.
ITEM 8. ADDITIONAL INFORMATION
The Offer expired at 5:00 p.m., New York City time, on November 3,
1999. Based on the final count by American Stock Transfer & Trust Company, the
depositary for the Offer, 3,224,392 Shares were properly tendered pursuant to
the Offer. Under the terms of the Offer, the Company accepted for purchase and
purchased all of the 3,224,392 Shares.
On November 5, 1999, the Company issued a press release announcing the
expiration of the Offer and final results of the Offer. A copy of the press
release issued by the Company on November 5, 1999 is attached hereto as Exhibit
(a)(9) and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) Press Release issued by the Company on November 5, 1999.
-2-
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: November 17, 1999
PREFERRED EMPLOYERS HOLDINGS, INC.
By: /s/ Mel Harris
-----------------------------------------
Name: Mel Harris
Title: Chairman of the Board of Directors
and Chief Executive Officer
-3-
<PAGE> 4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(9) Press Release issued by the Company on November 5, 1999.
-4-
<PAGE> 1
FOR IMMEDIATE RELEASE
PREFERRED EMPLOYERS HOLDINGS, INC. ACQUIRES
APPROXIMATELY 82% OF OUTSTANDING SHARES
IN SUCCESSFUL TENDER OFFER
MIAMI, Nov. 5/PRNewswire/ -- Preferred Employers Holdings, Inc.
(Nasdaq, PEGI) announced today that it has acquired approximately 82% of the
outstanding shares owned by persons other than Management and other Company
insiders, as a result of its recently concluded tender offer.
The Company acquired 3,224,392 shares at a price of $5.00 per share.
The shares tendered included shares issued as a result of the conversion of
$2,150,000 in Convertible Notes. As a result, there are presently outstanding
2,261,561 shares, of which, 1,604,706 are held by Management and other Company
insiders.
Founded in 1988, Preferred Employers Holdings provides businesses with
workers' compensation and other business insurance products as well as risk
management and cost containment services and reinsures certain workers'
compensation and employers' liability insurance policies, and furnishes
temporary professional medical personnel to client hospitals.
For more information contact William R. Dresback or Jose M. Menendez at
(800) 433-5755.
-4-
