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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 2
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,
nominal value $0.0448 per share
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(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"), originally filed with the Securities and
Exchange Commission (the "Commission") on November 6, 1997, as amended by
Amendment No. 1 filed with the Commission on December 8, 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.
On February 4, 1998, MMI delivered to all non-assenting Unionamerica
Securityholders a letter and statutory notice pursuant to Section 429(4) of the
Companies Act, in order to compulsorily acquire the remaining outstanding
Unionamerica ADSs on the same terms offered in the Offer in accordance with the
Companies Act.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended and supplemented by the
following:
(a)(15) Form of letter from MMI to non-assenting Unionamerica
Securityholders dated February 4, 1998
(a)(16) Form of statutory notice from MMI to non-assenting Unionamerica
Securityholders delivered pursuant to Section 429(4) of the Companies Act
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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: February 4, 1998
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)(15) Form of letter from MMI to non-assenting Unionamerica Securityholders
dated February 4, 1998
(a)(16) Form of statutory notice from MMI to non-assenting Unionamerica
Securityholders delivered pursuant to Section 429(4) of the Companies
Act
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EXHIBIT (a)(15)
FORM OF LETTER FROM MMI TO NON-ASSENTING UNIONAMERICA SECURITYHOLDERS
DATED FEBRUARY 4, 1998
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about what action to take in connection with the Offer you should
immediately consult your stockbroker, bank manager, attorney or accountant or an
independent financial advisor authorized under the U.K. Financial Services Act
1986.
IF YOU HAVE RECENTLY ACCEPTED THE OFFER AND YOUR ACCEPTANCE IS COMPLETE IN ALL
RESPECTS PLEASE IGNORE THIS LETTER AND ENCLOSURE. If you have sold or otherwise
transferred all of your Unionamerica ADSs, please forward this document,
together with the accompanying notice, as soon as possible to the purchaser or
other transferee or to the agent through whom the sale or transfer was effected
for transmission to the purchaser or transferee.
MMI Companies, Inc.
540 Lake Cook Road,
Deerfield, IL 60015, USA
February 4, 1998
To the shareholders of Unionamerica Holdings plc ("UNIONAMERICA") who have not
accepted the offer made by MMI Companies, Inc., a Delaware corporation ("MMI")
for their ordinary shares, nominal value $0.0448 per share of Unionamerica
(including those ordinary shares represented by Unionamerica American Depositary
Shares) ("UNIONAMERICA SECURITIES").
Dear Shareholder,
RECOMMENDED STOCK FOR STOCK OFFER BY MMI FOR UNIONAMERICA -
COMPULSORY ACQUISITION OF UNIONAMERICA SECURITIES
We refer to the Offer to Exchange/Prospectus sent to you on November 6, 1997
setting out the terms and conditions of the offer made by MMI to acquire all the
Unionamerica Securities (the "OFFER"). The definitions set out in that document
apply to this letter unless the context otherwise requires.
The Offer was declared unconditional in all respects on December 5, 1997 and was
closed on December 11, 1997. MMI now owns or has received acceptances in
respect of more than 90% of the Unionamerica Securities (including Unionamerica
ADSs) to which the Offer relates. MMI is therefore entitled to acquire
compulsorily all the outstanding Unionamerica Securities (including Unionamerica
ADSs) under the provisions of the Companies Act.
We understand that you have not yet accepted the Offer or that your acceptance
of the Offer was invalid or withdrawn.
A notice is enclosed in the prescribed form under section 429(4) of the
Companies Act in respect of your holding of Unionamerica Securities, advising
you that MMI intends to exercise its rights to compulsorily acquire those
securities.
Such securities will be compulsorily acquired on March 18, 1998 by MMI on the
terms set out in the Offer to Exchange/Prospectus and related Letter of
Transmittal and in the enclosed notice as follows: for every Unionamerica
Security you will receive 0.836 shares of MMI Common Stock, together with cash
for any fractional shares of MMI Common Stock. Each share of MMI Common Stock
issued in connection with the Offer will also be accompanied by a right which
will entitle the registered holder
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thereof to purchase from MMI a Unit of Series B Preferred Stock at a purchase
price of $75.00 per Unit, subject to adjustment, pursuant to the Rights
Agreement.
Subject to your rights under section 430C of the Companies Act (as described in
the enclosed notice), your Unionamerica Securities will in due course be
transferred to MMI upon the terms referred to in the notice. The consideration
due to you will be held for you by Unionamerica in trust. Thereafter, the
consideration, including any remittance due in respect of fractional
entitlements, will be transferred to you upon application to Trevor Smith, the
company secretary of Unionamerica, at 3 Minster Court, Mincing Lane, London EC3R
7DD provided that such application is accompanied by the American Depositary
Receipts and/or other document(s) of title and/or an acceptable form of
indemnity in lieu in respect of the Unionamerica Securities formerly held by
you.
If you have any questions please contact ChaseMellon Shareholder Services
L.L.C., P.O. Box 3300, South Hackensack, NJ 07606, USA (telephone no
1-800-777-3674).
Yours faithfully,
For and on behalf of
MMI COMPANIES, INC.
B. Frederick Becker
Chairman of the Board and Chief Executive Officer
Any person receiving this notice who has not received a copy of the Offer to
Exchange/Prospectus and related Letter of Transmittal may obtain a copy, without
charge, upon written or oral request to the Exchange Agent, ChaseMellon
Shareholder Services L.L.C., P.O. Box 3300, South Hackensack, NJ 07606, USA
(telephone no 1-800-777-3674).
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EXHIBIT (a)(16)
FORM OF STATUTORY NOTICE FROM MMI TO NON-ASSENTING UNIONAMERICA SECURITYHOLDERS
DELIVERED PURSUANT TO SECTION 429(4) OF THE COMPANIES ACT
COMPANIES FORM NO. 429(4) 429(4)
NOTICE TO NON-ASSENTING SHAREHOLDERS
Pursuant to section 429(4) of the Companies Act 1985
as inserted by schedule 12 to the Financial Services Act 1986
[Name and Address of Unionamerica Securityholder]
A takeover offer (the "OFFER") was made on November 5, 1997 by MMI Companies,
Inc. ("MMI") for all outstanding ordinary shares and all outstanding American
Depositary Shares of Unionamerica Holdings plc ("UNIONAMERICA") representing
such shares (together, the "UNIONAMERICA SECURITIES").
The terms of the Offer are set out in the Offer to Exchange/Prospectus and
related Letter of Transmittal sent to Unionamerica Securityholders on November
6, 1997. The definitions set out in that document apply to this notice unless
the context otherwise requires.
MMI has, within four months of making the Offer, acquired or contracted to
acquire not less than nine-tenths in value of the securities to which the Offer
relates. MMI gives notice that it now intends to exercise its rights under
section 429 of the Companies Act 1985 to acquire securities held by you in
Unionamerica.
The terms of the Offer are:
FOR EACH OUTSTANDING SHARE OF 0.836 SHARES OF MMI COMMON STOCK
UNIONAMERICA COMMON STOCK
Each share of MMI Common Stock issued in connection with the Offer will also be
accompanied by a right entitling the registered holder to purchase from MMI a
Unit of Series B Preferred Stock at a purchase price of $75.00 per Unit, subject
to adjustment, pursuant to the Rights Agreement. Fractions of MMI Common Stock
will not be allotted to Unionamerica Securityholders. Instead, fractional
entitlements will be satisfied in cash.
NOTE: YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE
APPLICATION TO THE HIGH COURT OF JUSTICE OF ENGLAND AND WALES WITHIN SIX WEEKS
OF THE DATE OF THIS NOTICE FOR AN ORDER EITHER THAT MMI SHALL NOT BE ENTITLED
AND BOUND TO ACQUIRE YOUR UNIONAMERICA SECURITIES OR THAT DIFFERENT TERMS TO
THOSE OF THE OFFER SHALL APPLY TO THE ACQUISITION. IF YOU ARE CONTEMPLATING
SUCH AN ACTION YOU MAY WISH TO SEEK LEGAL ADVICE.
February 4 1998
FOR AND ON BEHALF OF MMI COMPANIES, INC.
B. FREDERICK BECKER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
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NOTE: All communications relating to the above notice should be addressed to
the Exchange Agent at the relevant address and telephone number set out below.
Any person receiving this notice who has not received a copy of the Offer to
Exchange/Prospectus and related Letter of Transmittal may obtain a copy, without
charge, upon written or oral request to the Exchange Agent, ChaseMellon
Shareholder Services L.L.C., P.O. Box 3300, South Hackensack, NJ 07606, USA
(telephone no 1-800-777-3674).
