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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
(Name of Issuer)
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
360768 10 5
(CUSIP Number of Class of Securities)
Michael S. Paquette
Vice President and Controller
Fund American Enterprises Holdings, Inc.
The 1820 House
Main Street
Norwich, Vermont 05055-0850
(802) 649-3633
Copy to:
Philip A. Gelston, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue - Worldwide Plaza
New York, New York 10019
(212) 474-1000
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
February 21, 1995
(Date Tender Offer First Published, Sent, or Given to Security Holders)
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Transaction Value* Amount of Filing Fee*
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$56,250,000 $11,250
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*Based on $75.00 cash price per share for 750,000 shares.
[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: $11,250
Form or Registration No.: Schedule 13E-4
Filing Party: Fund American Enterprises Holdings, Inc.
Date Filed: February 21, 1995
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed on February 21,1995, relating to
the invitation of Fund American Enterprises Holdings, Inc., a Delaware
corporation (the "Company"), to its shareholders to tender up to 750,000 shares
of its Common Stock, par value $1.00 per share (the "Shares"), to the Company at
$75 per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 21, 1995 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer").
ITEM 1. Security and Issuer
Item 1(b) is amended by adding the following paragraph:
In the Company's Offer to Purchase dated February 21, 1995, in
"Introduction" and Section 12 "Transactions and Arrangements Concerning
the Shares" thereof, the Company stated that Arthur Zankel, a director
of the Company, had informed the Company that he intended to tender
pursuant to the Offer 6,000 of the 12,600 Shares he currently owns. Mr.
Zankel has recently informed the Company that he no longer intends to
tender such Shares pursuant to the Offer.
ITEM 7. Financial Information
Item 7(a) is amended by adding the following paragraph:
In the Company's Offer to Purchase dated February 21, 1995, in "Recent
Developments" therein, the Company improperly stated that it had
purchased an additional 460,200 shares of FSA Common Stock on the open
market in the first quarter of 1995 for $5.6 million. The Company
purchased such shares for $8.8 million.
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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.
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
February 22, 1995 By: /s/ Michael S. Paquette
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Michael S. Paquette
Vice President and
Controller
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