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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
UNIONAMERICA HOLDINGS PLC
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(Name of Subject Company)
MMI COMPANIES, INC.
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(Bidder)
American Depositary Shares,
each representing an ordinary share,
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nominal value $0.0448 per share
(Title of Class of Securities)
909048100
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(CUSIP Number of Class of Securities)
Wayne A. Sinclair, Esq.
MMI Companies, Inc.
540 Lake Cook Road, Deerfield, Illinois 60015-5290 (847) 940-7550
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
with a copy to:
Jerald P. Esrick, Esq.
Wildman, Harrold, Allen & Dixon
225 West Wacker Drive
Suite 3000
Chicago, Illinois 60606
(312) 201-2508
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MMI Companies, Inc., a Delaware corporation ("Bidder" or "MMI"), hereby
amends and supplements (this "Amendment") its Schedule 14D-1 Tender Offer
Statement (the "Statement"), filed with the Securities and Exchange Commission
(the "Commission") on November 6, 1997, relating to the offer by MMI to acquire
all outstanding American Depositary Shares, each representing an ordinary share,
nominal value $0.0448 (a "Unionamerica ADS"), of Unionamerica Holdings plc, a
corporation registered in England and Wales under the Companies Act 1985 of
Great Britain, as amended, registered number 2822469 ("Unionamerica"), in
exchange for 0.836 shares of common stock, par value $0.10 per share, of MMI
(the "MMI Common Stock"), upon the terms and subject to the conditions set forth
in the Offer to Exchange/Prospectus, dated November 5, 1997 (the "Prospectus"),
and in the related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer"). The item numbers and responses thereto below
are in accordance with the requirements of Schedule 14D-1. Unless otherwise
indicated herein, each capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Statement or in the Prospectus.
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ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Statement is hereby amended and supplemented by the
following:
On December 8, 1997, MMI issued a press release, a copy of which is
attached hereto as Exhibit (a)(14) (the "Press Release"). The Offer expired at
12:00 midnight, New York City time, on December 5, 1997, and the Offer has not
been extended. Subsequent to the issuance of the Press Release, MMI was
informed by the Exchange Agent that a total of 8,466,365 Unionamerica ADSs have
been tendered and not validly withdrawn pursuant to the Offer. MMI now intends
to acquire compulsorily the remaining 43,792 outstanding Unionamerica ADSs on
the same terms offered in the Offer in accordance with the Companies Act 1985 of
Great Britain.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended and supplemented by the
following:
(a)(14) Press Release of MMI dated December 8, 1997
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Dated: December 8, 1997
MMI COMPANIES, INC.
By: /s/ B. Frederick Becker
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Its: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(a)(14) Press Release of MMI dated December 8, 1997
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EXHIBIT (a)(14)
MMI COMPANIES, INC.-Registered Trademark- [MMI LOGO]
540 Lake Cook Road - Deerfield, Illinois 60015-5290
- 847-940-7550 - FAX 847-940-2372
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
CANADA, AUSTRALIA OR JAPAN
CONTACT: Paul Orzech
Chief Financial Officer
847-374-2369
MMI COMPANIES, INC. ANNOUNCES SUCCESSFUL COMPLETION OF
EXCHANGE OFFER FOR UNIONAMERICA ADSS
MMI STOCKHOLDERS APPROVE ISSUANCE OF COMMON STOCK IN CONNECTION WITH TRANSACTION
DEERFIELD, IL, December 8, 1997 MMI Companies, Inc. (NYSE:MMI) announced
today that 8,424,421 Unionamerica Holdings plc (Unionamerica) (NYSE:UA) American
Depositary Shares (ADSs), (which includes 4,272,983 ADSs subject to irrevocable
undertakings), representing 99.0% of the total issued Unionamerica ADSs have
been tendered and not validly withdrawn pursuant to MMI's exchange offer to
acquire the whole of the issued share capital of Unionamerica at an exchange
ratio of 0.836 shares of MMI Common Stock for each ADS tendered (the Offer).
All other conditions to the Offer have now either been satisfied or waived. MMI
has declared the Offer for Unionamerica ADSs unconditional in all respects, and
the Expiration Date of 12:00 midnight, New York City time, on December 5, 1997,
has not been extended. MMI now intends to acquire compulsorily the remaining
85,736 outstanding Unionamerica shares represented by ADSs on the same terms
offered in the Offer in accordance with the Companies Act 1985 of Great Britain.
At a special meeting of stockholders on December 5, 1997, MMI stockholders
approved the issuance of MMI Common Stock in connection with the transaction.
B. Frederick Becker, Chairman and CEO of MMI, commented, "We are pleased by
the approval from MMI stockholders in favor of our strategic acquisition of
Unionamerica and we welcome our new stockholders. The acquisition of
Unionamerica is an important step in the continued growth of MMI's business.
Not only are we teaming up with a quality organization that provides a stronger
foundation for international expansion, Unionamerica's management team adds
depth to our underwriting capability."
Mr. Becker added that the companies have many commonalities, including a
strong focus internationally on medical malpractice insurance. "We look forward
to the many opportunities that will result for the combined companies and our
employees, clients, and business partners." Mr. Becker stated that he
anticipates no significant changes to Unionamerica's operations and its
commitment to sustained profitability, targeted growth, underwriting excellence
and strong management.
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Founded in 1971, Unionamerica's operating subsidiary, Unionamerica
Insurance Company Limited, is a specialty casualty and property reinsurer and
insurer operating in the London-based reinsurance and insurance markets.
Unionamerica's core business is professional indemnity reinsurance (including
malpractice reinsurance for groups of healthcare providers, lawyers, and other
professionals) as well as casualty reinsurance and insurance for a variety of
U.S. single industry and/or single state risks. Unionamerica has been granted
accredited or trusteed reinsurer status in 46 U.S. states and jurisdictions,
including New York, Texas, Illinois, and California, and, additionally, is an
approved or eligible excess and surplus lines insurer in 50 U.S. states and
jurisdictions.
MMI Companies, Inc. is an international healthcare risk management company
with more than 20 years experience providing a wide range of products and
services that help the healthcare industry manage risks associated with the
delivery of care. Through its operating subsidiaries, MMI provides strategic
consulting services, clinical risk management and operational consulting
services, and insurance and reinsurance products to the healthcare industry. In
addition to its Deerfield headquarters, MMI has a network of offices throughout
the United States and overseas.
Certain matters referred to herein contain forward-looking statements that
involve risks and uncertainties. Forward-looking statements include the
information concerning possible or assumed future results of operations. To
that extent, MMI claims the protection of the disclosure liability safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. MMI assumes no duty to update such forward-looking
statements. Readers are cautioned that important factors could affect the
future results of MMI and cause those results to differ materially from those
expressed in such forward-looking statements. These factors include successful
execution of the Company's operating plans, actions of competitors with respect
to products and pricing, evolution of the healthcare industry -- the Company's
principal market, general equity market conditions, and regulatory and legal
uncertainties.
MMI Companies is an international healthcare risk management company with more
than 20 years experience providing a wide range of products and services that
help the healthcare industry manage risks associated with the delivery of care.
Through its operating subsidiaries, MMI provides professional liability
insurance and reinsurance, education and information management products,
clinical and financial risk management services, managed care design and
infrastructure development, healthcare restructuring products and strategic
management, and employee relations and human resource consulting services. In
addition to its Deerfield headquarters, MMI has a network of offices throughout
the United States and overseas.
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