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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(under Section 13(e) of the Securities Exchange Act
of 1934 and Rule 13e-3 (Section 240.13e-3) thereunder)
AMENDMENT NO. 1
CHANDLER INSURANCE COMPANY, LTD.
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(Name of the Issuer)
CHANDLER INSURANCE COMPANY, LTD.
W. BRENT LAGERE
MARK T. PADEN
CHANDLER INSURANCE (BARBADOS), LTD.
CHANDLER (U.S.A.), INC.
NATIONAL AMERICAN INSURANCE COMPANY
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(Name of Person(s) Filing Statement)
Common Stock, $1.67 par value
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(Title of Class of Securities)
159057108
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(CUSIP Number of Class of Securities)
David G. McLane, Gardere Wynne Sewell LLP, 1601 Elm Street, Suite 3000,
Dallas, TX 75201 Telephone Number: (214) 999-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications of Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A (Sections 240.14a-1 through
240.14b-2), Regulation 14C (Sections 240.14c-1 through
240.14c-101)or Rule 13e-3(c) (Section 240.13e-3(c)) under the
Securities Exchange Act of 1934 (the "Act").
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [x]
Check the following box if the filing is a final amendment reporting results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$13,829,360(1) $2,765.87
(1) Price to be paid for an estimated 1,382,936 shares for which cash is
to be paid in lieu of fractional shares.
[X] Check box if any part of the fee is offset as provided by
Section 240.0-11(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: $2,765.87
Form or Registration No.: Schedule 13E-3
Filing Party: Chandler Insurance Company, Ltd.
Date Filed: November 22, 2000
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INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Statement") involves a transaction subject to Regulation
14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the information contained in the Proxy Statement, filed concurrently
herewith by Chandler Insurance Company, Ltd. (the "Company"), is incorporated
by reference into the Statement. This Statement is being filed by the Company
W. Brent LaGere, Mark T. Paden, Chandler Insurance (Barbados), Ltd.
("Chandler Barbados), Chandler (U.S.A.), Inc. ("Chandler USA") and National
American Insurance Company ("NAICO") in connection with a proposed reverse
stock split that, if effected, will result in the deregistration of common
shares, $1.67 par value per share (the "Common Shares"), of the Company.
Chandler Barbados is a wholly owned subsidiary of the Company, Chandler USA
is a wholly owned subsidiary of Chandler Barbados, and NAICO is a wholly
owned subsidiary of Chandler USA.
Item 1. Summary Term Sheet
The information set forth under the caption "SUMMARY" of the
preliminary proxy statement filed by the Company on November 22, 2000 (the
"Proxy Statement") is incorporated herein by reference.
Item 2. Subject Company Information
(a) The information set forth on Page 1 of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth under the caption "GENERAL INFORMATION-
Voting Securities and Record Date" of the Proxy Statement is
incorporated herein by reference.
(c) The information set forth under the caption "THE COMPANY-Price Range
of Common Shares; Dividends" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth under the caption "THE COMPANY-Price Range
of Common Shares; Dividends" of the Proxy Statement is incorporated
herein by reference.
(e) Not applicable.
(f) The information set forth under the caption "THE COMPANY-Share
Purchases" of the Proxy Statement is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person
(a)-(c) This Amendment No. 1 to the Statement is being filed jointly
by the Company, W. Brent LaGere, Mark T. Paden, Chandler Barbados,
Chandler USA and NAICO. The business address of the Company is
Anderson Square, Fifth Floor, Grand Cayman, Cayman Islands, B.W.I.,
and the phone number is (345) 949-8177. The business address for
Messrs. LaGere and Paden, Chandler USA and NAICO is 1010 Manuel Avenue,
Chandler, Oklahoma 74834, and the phone number is (405) 258-4000.
The business address for Chandler Barbados is Suite No. 1, Stevmar
House, Rockley, Christ Church, Barbados, West Indies, and the phone
number is (246) 435-9968. The information set forth in the introductory
paragraph under the caption "INTRODUCTION", "THE COMPANY-Executive
Officers and Directors" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein
by reference.
Item 4. Terms of the Transaction
(a) The information set forth under the following captions of the
Proxy Statement is incorporated herein by reference: "GENERAL
INFORMATION -Quorum and Vote Required"; "SPECIAL FACTORS
-Description of Capitalization Plan -Interests of Certain Persons
and -Material U.S. Federal Tax Consequences"
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(c) The information set forth under the captions "SPECIAL
FACTORS-Description of Recapitalization Plan; -Effects of the
Recapitalization Plan; and -Interests of Certain Persons" of the
Proxy Statement is incorporated herein by reference.
(d) The information set forth under the caption "SPECIAL
FACTORS-Dissenters' Appraisal Rights" of the Proxy Statement is
incorporated herein by reference.
(e) The Company has not made any provision in connection with the
transaction to provide unaffiliated security holders access to
the files of the Company or to obtain counsel or appraisal
services at the expense of the Company.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)-(c) The information set forth under the caption "THE
COMPANY-Certain Relationships and Related Transactions" of the
Proxy Statement is incorporated herein by reference.
(e) The information set forth under the caption "SPECIAL FACTORS
-Description of the Recapitalization Plan" of the Proxy Statement
is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(b) The information set forth under the caption "SPECIAL FACTORS
-Effects of the Recapitalization Plan" of the Proxy Statement is
incorporated herein by reference.
(c) The information set forth under the following captions of the
Proxy Statement are incorporated herein by reference: "SPECIAL
FACTORS-Description of Recapitalization Plan; -Effective Date of
Recapitalization Plan; -Effects of the Recapitalization Plan;
-Comparison of Capital Stock Before and After Recapitalization
Plan; and -Conduct of the Company's Business After the
Recapitalization Plan."
Item 7. Purposes, Alternatives, Reasons and Effects
(a)-(d) The information set forth under the following captions
of the Proxy Statement are incorporated herein by reference:
"SPECIAL FACTORS-Effects of the Recapitalization Plan, -Reasons
for and Purpose of the Recapitalization Plan, -Advantages and
Disadvantages of the Recapitalization Plan, -Background of the
Recapitalization Plan and -Material U.S. Federal Tax
Consequences."
Item 8. Fairness of the Transaction
(a)-(e) The information set forth under the following captions
of the Proxy Statement are incorporated by reference: "GENERAL
INFORMATION-
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Quorum and Vote Required"; "SPECIAL FACTORS-Background of the
Recapitalization Plan, -Recommendation of the Special Committee
and Board of Directors; Fairness of the Recapitalization Plan
and -Valuation Report and Opinion."
(f) Not applicable
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)-(c) The information set forth under the captions "SPECIAL
FACTORS-Background of the Recapitalization Plan,
-Recommendation of the Special Committee and Board of
Directors; Fairness of the Recapitalization Plan, and
-Valuation Report and Opinion of Financial Advisor" and
Appendix C of the Proxy Statement is incorporated herein by
reference.
Item 10. Source and Amounts of Funds or Other Consideration
(a)-(d) The information set forth under the caption "SPECIAL
FACTORS-Source of Funds" of the Proxy Statement is incorporated
herein by reference.
Item 11. Interests in Securities of the Subject Company
(a) The information set forth under the caption "SECURITY OWNERSHIP
OF BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth under the caption "THE COMPANY-Share
Purchases" of the Proxy Statement is incorporated herein by
reference.
Item 12. The Solicitation or Recommendation
(d)-(e) The information set forth under the caption "GENERAL
INFORMATION-Quorum and Vote Required" of the Proxy Statement is
incorporated herein by reference.
Item 13. Financial Statements
(a)-(b) The information set forth under the caption "THE
COMPANY-Financial Information" of the Proxy Statement is
incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) The information set forth under the caption "GENERAL INFORMATION-
Persons Making the Solicitation" is incorporated herein by
reference.
(b) The information set forth under the caption "SPECIAL
FACTORS-Source of Funds" of the Proxy Statement is incorporated
herein by reference.
Item 15. Additional Information
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(b) All of the information set forth in the Proxy Statement
is incorporated herein by reference.
Item 16. Exhibits
(a) Amended Proxy Statement of the Company, including all
appendices thereto and related Notice of Special Meeting
of Shareholders, incorporated herein by reference to the
Proxy Statement filed contemporaneously with this
Statement.
(b) Form of Loan Agreement between the Company and Chandler
Insurance (Barbados), Ltd.*
(c) Fairness Opinion of Stephen, Inc., dated November 14,
2000, incorporated herein by reference to Appendix C to
the Proxy Statement filed contemporaneously with this
Statement.
(d)(1) Form of Repurchase and Subscription Agreement by and among
the Company and purchasers of Class A Common Shares.**
(2) Form of Repurchase and Subscription Agreement by and among
the Company and purchasers of Series B Preferred Shares.**
(3) Form of Repurchase and Subscription Agreement by and among
the Company and purchasers of Series C Preferred Shares.**
(f) Not applicable.
(g) Not applicable.
*To be filed by amendment.
**Previously filed.
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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.
January 16, 2001 CHANDLER INSURANCE COMPANY, LTD.
By: /s/ W. Brent LaGere
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W. Brent LaGere, President
By: /s/ W. Brent LaGere
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W. Brent LaGere, Individually
By: /s/ Mark T. Paden
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Mark T. Paden, Individually
CHANDLER INSURANCE (BARBADOS) LTD.
By: /s/ David G. McLane
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David G. McLane, Asst. Secretary
CHANDLER (U.S.A.), INC.
By: /s/ W. Brent LaGere
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W. Brent LaGere, President
NATIONAL AMERICAN INSURANCE COMPANY
By: /s/ W. Brent LaGere
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W. Brent LaGere, President
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