<PAGE>
SCHEDULE 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 1
Final Amendment
HARDWICK HOLDING COMPANY
------------------------
(Name of the Issuer)
HARDWICK HOLDING COMPANY
------------------------------------
(Name of Person(s) Filing Statement)
COMMON STOCK, $.50 PAR VALUE PER SHARE
--------------------------------------
(Title of Class of Securities)
Not Applicable
-------------------------------------
(CUSIP Number of Class of Securities)
Richard R. Cheatham
Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, Georgia 30309-4530
(404) 815-6570
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and
Communications on Behalf of Person(s) Filing Statement)
December 6, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
This statement constitutes Amendment No. 1 and the final amendment
of the Tender Offer Statement on Schedule 13E-4 filed on December 6, 1996
by Hardwick Holding Company (the "Holding Company"), a business
corporation organized under the laws of Georgia, with regard to the offer
to purchase by the Holding Company (the "Offer") of up to 25,575 shares
of Holding Company common stock, par value $.50 per share ("Holding
Company Stock"), upon the terms and conditions set forth in the Offer to
Purchase (the "Offer to Purchase"), dated December 6, 1996, and the
related letter of transmittal filed therewith. An Amendment No. 1 and
final amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed concurrently with the filing of this Amendment.
The Holding Company is sending the letter attached as Exhibit (a)(3) to
each of the shareholders of the Holding Company terminating the Offer to
Purchase as of February 19, because of a lack of interest of the shareholders
of the Holding Company in participating in the Offer. No shares were
purchased by the Holding Company in the Offer and the Holding Company,
therefore, did not achieve the stated purpose of the Offer of reducing the
number of shareholders to a number sufficient to suspend the Holding Company's
obligations to continue filing certain information, documents and reports with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended.
Item 9. Material to be filed as Exhibits
(a)(1) The Offer to Purchase dated December 6, 1996*
(a)(2) Letter of Transmittal*
(a)(3) Letter to Shareholders of the Holding Company informing them of
the termination of the Tender Offer.
__________________
*Previously Filed<PAGE>
Signature
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.
HARDWICK HOLDING COMPANY
February 19, 1997 By: /s/ Michael Robinson
Name: Michael Robinson
Title: Executive Vice President and CFO<PAGE>
EXHIBIT (d)(3)
To the Shareholders of Hardwick Holding Company
Dear Shareholder:
Hardwick Holding Company is hereby terminating its offer to purchase
up to 25,575 shares of its common stock at $20 a share pursuant to a tender
offer dated December 5, 1996 because of lack of interest of the Company's
shareholders. If you have any questions about this termination, please
contact Mike Robinson, Executive Vice President of Hardwick, at
(706) 217-3950.
Sincerely,
Michael Robinson
Executive Vice President
