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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 2
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934)
PREFERRED EMPLOYERS HOLDINGS, INC.
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(Name of Issuer)
PREFERRED EMPLOYERS HOLDINGS, INC.
MEL HARRIS
PETER E. KILISSANLY
WILLIAM R. DRESBACK
JOSE MENENDEZ
NANCY RYAN
JACK D. BURSTEIN
STUART J. GORDON
ALEXANDER M. HAIG, JR.
MAXWELL M. RABB
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
739908-101
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(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
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13E-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
[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.
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<S> <C> <C>
Amount Previously Paid: $2,968.00 Filing Party: Preferred Employers Holdings, Inc.
Form or Registration No: Schedule 13E-4 Date Filed: September 17, 1999
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INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") is being filed by Preferred Employers
Holdings, Inc., a Delaware corporation (the "Company"), and Mel Harris, Peter E.
Kilissanly, William R. Dresback, Jose Menendez, Nancy Ryan, Jack D. Burstein,
Stuart J. Gordon, Alexander M. Haig, Jr. and Maxwell M. Rabb, pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 13e-3 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
(d)(1) and (d)(2) hereto, respectively.
ITEM 16. 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
(d)(9) and incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(d)(9) Press Release issued by the Company on November 5, 1999.
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SIGNATURE
After due inquiry and to the best of his, her or its knowledge and
belief, each of the undersigned certifies 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
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Name: Mel Harris
Title: Chairman of the Board of Directors
and Chief Executive Officer
/s/ Mel Harris
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Mel Harris
Peter E. Kilissanly
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Peter E. Kilissanly
/s/ William R. Dresback
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William R. Dresback
/s/ Jose Menendez
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Jose Menendez
/s/ Nancy Ryan
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Nancy Ryan
/s/ Jack D. Burstein
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Jack D. Burstein
/s/ Stuart J. Gordon
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Stuart J. Gordon
/s/ Alexander M. Haig, Jr.
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Alexander M. Haig, Jr.
/s/ Maxwell M. Rabb
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Maxwell M. Rabb
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(d)(9) Press release issued by the Company on November 5, 1999.
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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.
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