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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Final Amendment)
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.
80 SOUTH MAIN STREET
HANOVER, NEW HAMPSHIRE 03755-2053
(603) 640-2205
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)
NOVEMBER 3, 1997
(Date Tender Offer First Published, Sent, or Given to Security Holders)
TRANSACTION VALUE* AMOUNT OF FILING FEE*
$125,000,000 $25,000
*Based on $125.00 maximum tender offer cash price per share
for 1,000,000 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: $25,000
Form or Registration No.: Schedule 13E-4
Filing Party: Fund American Enterprises Holdings, Inc.
Date Filed: November 3, 1997
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This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed on November 3,1997, and amended
November 12, 1997 and December 3, 1997, relating to the invitation of Fund
American Enterprises Holdings, Inc., a Delaware corporation (the "Company"),
to its shareholders to tender up to 1,000,000 shares of its Common Stock, par
value $1.00 per share (the "Shares"), to the Company at prices not greater
than $125.00 per Share nor less than $105.00 per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated November
3, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is amended by adding the following paragraph:
Based on the final tabulation from the Depositary, the Company accepted
for payment 395,467 Shares at a purchase price of $125.00 per Share pursuant
to the Offer.
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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.
December 8, 1997 By:_____________________________________
Michael S. Paquette
Vice President and
Controller