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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
SCOR U.S. Corporation
(Name of the Issuer)
SCOR U.S. Corporation
SCOR Merger Sub Corporation
SCOR S.A.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.30 PER SHARE
(Title of Class of Securities)
78 4027 10 4
(CUSIP Number of Class of Securities)
John T. Andrews, Jr.
Vice President
General Counsel and Secretary
SCOR U.S. Corporation
Two World Trade Center
New York, New York 10048-0178
(212) 390-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Allan M. Chapin, Esq.
Sullivan & Cromwell
250 Park Avenue
New York, New York 10177
(212) 558-4000
November 9, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 2 amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3, dated November 9, 1995, as amended
by Amendment No. 1 thereto dated December 6, 1995 (the "Schedule 13E-3"),
filed by SCOR Merger Sub Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of SCOR S.A., a societe anonyme
organized under the laws of The French Republic ("Parent"), Parent and SCOR
U.S. Corporation, a Delaware corporation (the "Company"), pursuant to
Section 13(e) of the Securities and Exchange Act of 1934, as amended, and
Rule 13e-3 thereunder in connection with the tender offer by the Purchaser
to purchase all of the outstanding shares of Common Stock, par value $0.30
per share (the "Shares"), of the Company not already directly or indirectly
owned by Parent, at a price of $15.25 per Share net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 9, 1995 (the "Offer to
Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal", together with the Offer to Purchase, the "Offer"). This
amendment is being filed by the Purchaser, Parent and the Company.
Capitalized terms used and not defined herein shall have the meanings set
forth in the Tender Offer Statement on Schedule 14D-1 under the Exchange
Act (the "Schedule 14D-1"), filed by the Purchaser and Parent with the
Securities and Exchange Commission on November 9, 1995, as amended by
Amendment No. 1 thereto dated December 6, 1995, and the Offer to Purchase
filed as Exhibit (a)(1) thereto. By this amendment the Schedule 13E-3 is
hereby amended in the respects set forth below.
Item 4. Terms of the Transaction.
Item 4(a) is hereby supplemented and amended by adding the following
information thereto:
(a) The answer to Item 10(f) of the Schedule 14D-1, as amended by
Amendment No. 2 thereto, dated December 7, 1995, is incorporated herein by
reference.
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby supplemented and amended by adding the following
information thereto:
(d)(9) Press Release issued by Parent, dated December 7, 1995.
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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.
Dated: December 7, 1995
SCOR S.A.
By: /s/ Jacques Blondeau
Name: Jacques Blondeau
Title: Chairman and Chief Executive Officer
SCOR Merger Sub Corporation
By: /s/ Jacques Blondeau
Name: Jacques Blondeau
Title: President
SCOR U.S. Corporation
By: /s/ John T. Andrews
Name: John T. Andrews, Jr.
Title: Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
(d)(9) Press release issued by Parent, dated
December 7, 1995.
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Exhibit (d)(9)
SCOR
PRESS RELEASE
Contact: Jean Alisse John T. Andrews, Jr.
General Counsel General Counsel
SCOR S.A. SCOR U.S. Corporation
(33-1) 46-98-73-63 (212) 390-5224
FOR IMMEDIATE RELEASE
SCOR S.A. EXTENDS TENDER OFFER FOR COMMON STOCK OF
SCOR U.S. CORPORATION UNTIL MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, DECEMBER 12, 1995
December 7, 1995. Paris, France and New York, New York. SCOR
S.A. today announced that it was extending the tender offer (the "Offer")
by SCOR Merger Sub Corporation ("Merger Sub"), a Delaware corporation
wholly owned by SCOR S.A., to purchase all of the outstanding shares of
Common Stock of SCOR U.S. Corporation (NYSE:SUR), a Delaware corporation
("SCOR U.S."), not beneficially owned directly or indirectly by SCOR S.A.
The tender offer is being extended in order to give stockholders of SCOR
U.S. time to consider an amendment to the Schedules 14D-1 and 13E-3 filed
by SCOR S.A. and Merger Sub in connection with the Offer in which SCOR S.A.
stated that it would not seek to assert the release contained in the Letter
of Transmittal distributed in connection with the Offer against tendering
stockholders. The amendment stated, however, that SCOR S.A. and SCOR U.S.
would assert any defenses or estoppels that may arise out of a tender by
operation of law.
The Offer has been extended until midnight, New York City time,
on Tuesday, December 12, 1995, at which time the Offer will expire, unless
extended again. The Offer had been scheduled to expire at midnight, New
York City time, on Friday, December 8, 1995.
As disclosed in the Offer to Purchase relating to the Offer, if
the conditions to the Offer are satisfied,
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SCOR S.A. will hold, directly or indirectly, 90% or more of the outstanding
shares of SCOR U.S. Common Stock, and SCOR S.A. intends to contribute its
shares of SCOR U.S. Common Stock to Merger Sub and cause Merger Sub to
effect the merger of Merger Sub with and into SCOR U.S. without a vote of
the stockholders of SCOR U.S. pursuant to the short-form merger provisions
of the Delaware General Corporation Law. In such merger, each outstanding
share of SCOR U.S. Common Stock, other than shares of SCOR U.S. Common
Stock owned directly or indirectly by SCOR S.A. and shares of SCOR U.S.
Common Stock held by stockholders who have properly exercised their
appraisal rights in accordance with Section 262 of the Delaware General
Corporation Law, will be converted into the right to receive an amount in
cash equal to the price per share of SCOR U.S. Common Stock paid pursuant
to the Offer. It is currently contemplated that if the conditions to the
Offer are satisfied such merger would be effected on or about December 21,
1995.
As of 1:30 p.m., New York City time, on Thursday, December 7,
1995, an aggregate of 1,928,889 shares of SCOR U.S. Common Stock had been
tendered pursuant to the Offer. The tendered shares, together with the
shares of SCOR U.S. Common Stock beneficially owned directly or indirectly
by SCOR S.A., represent approximately 90.6% of the total outstanding common
stock of SCOR U.S.
Copies of the amendment to the Schedules 14D-1 and 13E-3
described above may be obtained from D.F. King & Co., Inc., the Information
Agent for the Offer. Additional information concerning SCOR S.A., Merger
Sub, SCOR U.S. and the Offer, including copies of the amendment, is
available for inspection during normal business hours at the principal
offices of the Securities and Exchange Commission and The New York Stock
Exchange, Inc.
SCOR S.A., a French company, operates principally as a
reinsurance company. Together with its subsidiaries, it ranks as the
largest professional reinsurer in France and among the largest in the
world.
SCOR U.S., a holding company, provides property and casualty
insurance and reinsurance in the treaty and facultative market through its
operating subsidiaries. All of SCOR U.S.'s operating insurance and
reinsurance subsidiaries are rated "A" (excellent) by A.M. Best Company.
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