<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SCOR U.S. CORPORATION
(Name of Issuer)
Common Stock, par value $0.30 per share
(Title of Class of Securities)
78 4027 10 4
(CUSIP Number)
John T. Andrews, Jr. Copy to: Allan M. Chapin
Vice President Sullivan & Cromwell
General Counsel and Secretary 250 Park Avenue
SCOR U.S. Corporation New York, N.Y. 10177
Two World Trade Center (212) 558-4000
New York, New York 10048-0178
(212) 390-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the state-
ment [ ].
<PAGE>
<PAGE> 2
Cusip No 78 4027 10 4 13D Page 2 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,547,756 shares
9 SOLE DISPOSITIVE POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER 14,547,756 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 14,547,756 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80%
14 TYPE OF REPORTING PERSON HC, CO
<PAGE>
<PAGE> 3
Cusip No 78 4027 10 4 13D Page 3 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOR S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,547,756 shares
9 SOLE DISPOSITIVE POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER 14,547,756 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 14,547,756 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80%
14 TYPE OF REPORTING PERSON HC, IC, CO
<PAGE>
<PAGE> 4
This Amendment No. 3 amends the statement on Schedule 13D filed
by SCOR S.A., a French corporation ("SCOR S.A."), and HCS, a French
corporation which currently owns 48.65% of the stock of SCOR S.A. ("HCS"),
with the Commission on November 2, 1990 as amended and supplemented by
Amendment No. 1 and Amendment No. 2 thereto (collectively, the
"Statement"), with respect to shares of Common Stock (the "Common Stock"),
of SCOR U.S. Corporation, a Delaware corporation ("SCOR U.S."). This
Amendment No. 3 supplements and, to the extent inconsistent therewith,
amends the information set forth in the Statement.
Item 2. Identity and Background.
This statement is filed by HCS, a French corporation, and SCOR
S.A., a French corporation.
HCS is a holding company which owns approximately 48.65% of
SCOR S.A. HCS was formed in connection with the corporate reorganization
of SCOR S.A. in 1989 to hold approximately 53% of the stock of SCOR S.A.
HCS' principal business and office address is Immeuble SCOR, 1 Avenue du
President Wilson, 92074 Paris La Defense 8, France, Cedex 39.
SCOR S.A. 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. On November 24,
1989, Compagnie Generale des Voitures a Paris ("CGV"), a publicly traded
<PAGE>
<PAGE> 5
subsidiary of L'Union des Assurances de Paris ("UAP"), acquired
substantially all of the stock of Societe Commerciale de Reassurance, a
French corporation, and UAP Reassurances, a French corporation and a
subsidiary of UAP ("UAP Re"), in exchange for its own stock. CGV was then
renamed SCOR S.A. As a result of this transaction, SCOR S.A. acquired
beneficial ownership of the shares of Common Stock then owned by Societe
Commerciale de Reassurance. On December 27, 1990, Societe Commerciale de
Reassurance and UAP Re were merged into SCOR S.A. SCOR S.A.'s principal
business and office address is Immeuble SCOR, 1 Avenue du President Wilson,
92074 Paris La Defense 8, France, Cedex 39.
On March 18, 1993, SCOR S.A. purchased a 20% stake in Cie
Francaise d'Assurance pour le Commerce Exterieure ("COFACE"), a French
reinsurance company. 75% of such shares were acquired from Caisse des
Depots et Consignations-Participations ("CDC") and 25% from UAP. In
connection with this acquisition, SCOR S.A. issued 620,000 of its shares to
CDC and UAP. As a result of this transaction, HCS's shareholding of SCOR
S.A. declined from 53.5% to 48.5%. There are no contracts or agreements
pursuant to which HCS may appoint 50% or more of the directors of SCOR S.A.
Since HCS is no longer a majority owner of SCOR S.A. and does not have the
power by contract or otherwise to elect a majority of the directors of SCOR
<PAGE>
<PAGE> 6
S.A., HCS disclaims beneficial ownership of any shares of Common Stock of
SCOR U.S. held by SCOR S.A.
The boards of directors of HCS and SCOR S.A. have approved a
transaction in which HCS and SCOR S.A. would be merged, and the current
shareholders of HCS would become shareholders of SCOR S.A. The proposed
merger must be approved by the shareholders of each of HCS and SCOR S.A.,
and its consummation is subject to the receipt of any required regulatory
approvals. It is currently contemplated that the proposed transaction will
be submitted to a vote of the shareholders of HCS and SCOR S.A., that the
required regulatory approvals will be sought and, if such shareholders
approve the transaction and such regulatory approvals are obtained, that
the proposed merger of HSC and SCOR S.A. will be completed before the end
of 1995.
The information with respect to the executive officers and
directors of HCS and SCOR S.A. contained in the Statement is hereby deleted
and replaced by the information contained in Annexes A and B, respectively,
attached hereto. To the best knowledge of HCS or SCOR S.A., none of the
executive officers and/or directors of HCS or SCOR S.A. set forth on
Annexes A and B attached hereto has, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) a party to a civil proceeding of a judicial
or an administrative body of competent jurisdiction and as a
<PAGE>
<PAGE> 7
result of such proceeding is or has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
If additional shares of Common Stock are purchased by SCOR
S.A., SCOR S.A. currently intends to make such purchases from its working
capital.
Item 4. Purpose of Transaction.
On September 25, 1995, the Board of Directors of SCOR S.A.
determined to propose to the Board of Directors of SCOR U.S. that SCOR U.S.
become a wholly owned subsidiary of SCOR S.A. in a transaction in which the
public shareholders of SCOR U.S. would receive $14.00 per share in cash.
On September 26, 1995, SCOR S.A. delivered a letter, dated September 25,
1995 (the "Proposal Letter"), to the Board of Directors proposing the
transaction. In the event that the transactions contemplated by the
Proposal Letter are completed, SCOR S.A. may purchase additional shares of
Common Stock, a merger of SCOR U.S. would be effected, SCOR U.S. would
become a wholly-owned subsidiary of SCOR S.A., all the minority
shareholders of SCOR U.S. would receive cash for their Common Stock and the
Common Stock would be delisted from the New York Stock Exchange, Inc. and
cease to be registered under the Securities and Exchange Act of 1934,
<PAGE>
<PAGE> 8
as amended. Copies of the Proposal Letter and the press release, dated
September 26, 1995, issued by SCOR S.A. in connection with the proposed
transaction are attached hereto as Exhibits 2 and 3, respectively, and are
incorporated by reference herein.
In addition, SCOR S.A. will continue to evaluate the business
and business prospects of SCOR U.S., and its present and future interests
in, and intentions with respect to, SCOR U.S. Based on such evaluation and
such other factors as it deems relevant, SCOR S.A. may or may not suggest
various business strategies to the management of SCOR U.S. which may or may
not change its present business operations.
Other than as discussed above, SCOR S.A. currently has no plans
or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of SCOR
U.S., or the disposition of securities of SCOR U.S.;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving SCOR U.S. or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of SCOR U.S.
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
SCOR U.S., including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Board of Directors;
(e) Any material change in the present capitalization or dividend
policy of SCOR U.S.;
<PAGE>
<PAGE> 9
(f) Any other material change in SCOR U.S.' business or corporate
structure, including, but not limited to, if SCOR U.S. is a
registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for
which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in SCOR U.S.' charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of SCOR U.S. by any person;
(h) Causing a class of securities of SCOR U.S. to be delisted from
a national securities exchange or to cease to be authorized to
be quoted on any inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of SCOR U.S. becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
SCOR S.A. intends to continue to reevaluate its investment in
SCOR U.S. and may, based on such re-evaluation, determine at a future date
to change its current position with respect to any action enumerated above.
Item 5. Interest in Securities of Issuer.
(a) and (b). SCOR S.A. beneficially owns 14,547,756 shares of
Common Stock. Such shares represent approximately 80 percent of the
18,164,620 shares of Common Stock outstanding. All of such 14,547,756
shares are held of record by SCOR S.A. By virtue of the fact that HCS owns
48.65 percent of the shares of SCOR S.A., HCS may be deemed to share the
voting and dispositive power of the
<PAGE>
<PAGE> 10
14,547,756 shares of Common Stock. HCS disclaims any voting or dispositive
power over the shares of Common Stock held by SCOR S.A.
(c) During the past 60 days, SCOR S.A. has not acquired any
additional shares of Common Stock of SCOR U.S.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between HCS and SCOR S.A. or, to the best of their knowledge,
any executive officer or director of either of them and any other person
with respect to the securities of SCOR U.S., including any contract,
arrangement, understanding or relationship concerning the transfer or
voting of any securities of SCOR U.S., finder's fees, joint ventures, loans
or option arrangements, puts or calls, guarantees of profit, division of
profit or loss, or the giving or withholding of proxies.
<PAGE>
<PAGE> 11
Item 7. Material to be Filed as Exhibits.
Page
Exhibit 1 -- Agreement and Plan of Merger, dated as of March 6,
1990, by and among SCOR U.S. Corporation, Rockleigh
Management Corporation, Societe Commerciale de
Reassurance, and UAP Reassurances (incorporated by
reference to Exhibit 1 to the Schedule 13D filed by
HCS and SCOR S.A. with the Securities and Exchange
Commission on November 2, 1990 with respect to the
Common Stock).
Exhibit 2 -- Letter, dated September 25, 1995, from SCOR 22
S.A. to the Board of Directors of SCOR U.S.
Corporation relating to the proposed transaction
(filed herewith).
Exhibit 3 -- Press Release, dated September 26, 1995 issued by 24
SCOR S.A. in connection with the proposed
transaction (filed herewith).
<PAGE>
<PAGE> 12
SIGNATURE
After reasonable 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: September 26, 1995
HCS
By: /s/ Jacques Blondeau
Jacques Blondeau
Title: Chairman
SCOR S.A.
By: /s/ Jacques Blondeau
Jacques Blondeau
Title: Chairman and
Chief Executive
Officer
<PAGE>
<PAGE> 13
ANNEX INDEX
Sequential
Annex Description Page No.
A List of Executive 14
Officers and Directors
of HCS
B List of Executive 17
Officers and Directors
of SCOR S.A.
<PAGE>
<PAGE> 14
ANNEX A
Executive Officers and Directors
of
HCS
The following table sets forth the name, residence or business address and
present principal occupation or employment of each executive officer and
director of HCS and the name, principal business and address of any
corporation or organization in which such employment is conducted. Unless
otherwise indicated, the business address of each of the following persons
is Immeuble SCOR, 1 Avenue du President Wilson, 92074, Paris La Defense 8,
France, Cedex 39. Each of the following persons is a citizen of France.
<PAGE>
<PAGE> 15
APPENDIX A
HCS Directors and Executive Officers
(a) Name and (b) Present Principal
Business Address Business Activity,
Occupation or Employment
Jacques Blondeau Chairman of the Board and
Chief Executive Officer
SCOR S.A.
Gerard de la Martiniere Director General
Groupe AXA (Holdings and Central
21/23 avenue Matignon Services)
75008 Paris, France Groupe AXA
Louis Chodron de Courcel Deputy Director General
Banque Nationale de Paris Banque Nationale de Paris
1/3 rue Laffite
75009 Paris, France
Roger Papaz Director
Assurances Generales Assurances Generales
de France de France
87 rue de Richelieu
75060 Paris, France
Didier Pfeiffer Vice Chairman and President
Union des Assurances Union des Assurances
de Paris de Paris
9 place Vendome
75001 Paris, France
Jacques Vandier Chairman
M.A.C.I.F. M.A.C.I.F.
2/4 rue de Pied de Fond
79037 Niort Cedex, France
<PAGE>
<PAGE> 16
(a) Name and (b) Present Principal
Business Address Business Activity,
Occupation or Employment
Regis de Laroulliere Vice President
Union des Assurances Union des Assurances de
de Paris 9 place Vendome Paris
75001 Paris, France
<PAGE>
<PAGE> 17
ANNEX B
Executive Officers and Directors
of
SCOR S.A.
The following table sets forth the name, residence or business address and
present principal occupation or employment of each executive officer and
director of SCOR S.A. and the name, principal business and address of any
corporation or organization in which such employment is conducted. Unless
otherwise indicated, the business address of each of the following persons
is Immeuble SCOR, 1 Avenue du President Wilson, 92074, Paris La Defense 8,
France, Cedex 39. Each of the following persons is a citizen of France.
<PAGE>
<PAGE> 18
Appendix B
SCOR S.A. Directors and Executive Officers
(b) Present Principal
(a) Name and Business Activity,
Business Address Occupation or Employment
Directors:
Jacques Blondeau Chairman of the Board and
Chief Executive Officer
SCOR S.A.
Didier Pfeiffer Vice Chairman and President
Union des Assurances Union des Assurances
de Paris de Paris
9 place Vendome
75001 Paris, France
Regis Bouche Chairman
Caisse Centrale Des Caisse Centrale des
Mutuelles Agricoles Mutuelles Agricoles
8-10 Rue d'Astorg
75008 Paris, France
Louis Chodron de Courcel Deputy Director General
Banque Nationale de Banque Nationale de Paris
Paris
1/3 rue Laffite
75005 Paris, France
Pierre Florin Deputy Chief Operating Officer
Groupe AXA Groupe AXA
21/23 avenue Matignon
75008 Paris, France
<PAGE>
<PAGE> 19
SCOR S.A. Directors and Executive Officers
(b) Present Principal
(a) Name and Business Activity,
Business Address Occupation or Employment
Thierry Fouquet Director
SCOR S.A.
Jean-Jacques Bonnaud Chairman and Chief Executive
Groupe des Assurances Officer
Nationales Groupe des Assurances
2, rue Pillet-Will Nationales
75448, Paris, France
Luc Rouge Director
SCOR S.A.
Pierre Labadie Chairman of Management
UAP International Committee
Tour Voltaire UAP International
1 Place des Degres
92059 Paris - La Defense
Jean-Louis Meunier Chairman of Management
Union des Assurances Committee
de Paris Union des Assurances de Paris
Tour Assur Life and I.A.R.D.
Cedex 14
92038 Paris, La Defense, France
Roger Papaz Director
Assurances Generales de France Assurances Generales
87 rue de Richelieu de France
75060 Paris, France
<PAGE>
<PAGE> 20
SCOR S.A. Directors and Executive Officers
(b) Present Principal
(a) Name and Business Activity,
Business Address Occupation or Employment
Patrick Peugeot Vice Chairman
La Mondiale Director General
32, avenue Emile Zola La Mondiale
59370 MONE EMBAROEUL, FRANCE
Alexis Ruset Chairman and
Caisse Centrale de Chief Executive Officer
Reassurance Caisse Centrale de
31, rue Henri Rochefort Reassurance
75017 Paris, France
Jacques Vandier Chairman
M.A.C.I.F. M.A.C.I.F.
2/4 rue de Pied de Fond
79037 Niort Cedex, France
<PAGE>
<PAGE> 21
SCOR S.A. Directors and Executive Officers
Executive Officers
Jacques Blondeau Chairman and Chief
Executive Officer
SCOR S.A.
Serge Osouf Director General
Reinsurance Investments
SCOR S.A.
Francois Reach Deputy Director General
SCOR S.A.
Pierre-Denis Deputy Director General
Champvillard SCOR S.A.
Michel Laparra General Controller
SCOR S.A.
<PAGE> 1
Exhibit 2
PRIVILEGED AND CONFIDENTIAL
September 25, 1995
Board of Directors
SCOR U.S. Corporation
Two World Trade Center, 23rd Floor
New York, NY 10048-0178
Dear Sirs,
On behalf of SCOR S.A. ("Parent"), I am pleased to make a proposal to
acquire all of the outstanding shares of common stock, par value $0.30 per
share (the "Common Stock"), of SCOR U.S. Corporation (the "Company") not
currently owned by Parent at a price of $14 per share in cash.
As you know, Parent has owned a substantial majority of the outstanding
shares of Common Stock since before the public offering by the Company of
its Common Stock in 1986, and Parent currently owns approximately 80% of
the Company's outstanding Common Stock. Parent believes it would be in the
mutual best interest of Parent, the Company and the shareholders of the
Company for Parent to acquire the shares of Common Stock that it does not
already own on the terms and conditions set forth in this letter.
Accordingly, Parent hereby submits for your consideration the following
proposal.
Parent is prepared to enter into a merger agreement pursuant to which a
newly organized United States subsidiary of Parent would acquire all issued
and outstanding shares of Common Stock that are not currently directly or
indirectly owned by Parent at a price of $14 per share in cash. The merger
agreement could be in a form customary for transactions of this type. Our
proposal presumes that there has been no material adverse change since June
30, 1995 in the results of operations, business or financial condition of
the Company and its subsidiaries taken together.
The transactions contemplated by this proposal would also give the holders
of the Company's outstanding 5 1/4% Convertible Subordinated Debentures due
April 1, 2000 (the "Debentures") the right to require the Company to
repurchase the Debentures at a repurchase price equal to 100% of the
principal amount thereof together with accrued and unpaid interest to the
date of such repurchase.
<PAGE>
<PAGE> 2
We believe that this proposal is fair to the minority stockholders of the
Company. It provides a substantial premium to current market prices to
holders of the Company's Common Stock and enables the Company's
shareholders to receive cash for their shareholdings now at a premium per
share price which they are unable to recognize in the market.
The $14 offer price represents a premium of 59.5% over the weighted average
of the market price of the Company's Common Stock during the period from
January 1, 1995 to September 15, 1995, a premium of 24.4% over the market
price of the Company's Common Stock as of September 19, 1995, a multiple of
18.7 times the latest twelve months' income and a multiple of 15.9 times
publicly forecasted earnings per share for 1995.
We are in a position to proceed on an expedited basis and urge that the
Company act responsibly and, in order to minimize uncertainty, as quickly
as possible, in considering our proposal. We expect that the directors of
the Company who are not affiliated with Parent may wish to engage
independent legal and financial advisors. If that is so, we would request
that they do so quickly.
We would like to make it clear that Parent's interest in the Company is not
for sale and thus this proposal is not made in view of the sale of the
Company to a third party.
We welcome the opportunity to meet with the Directors and further outline
our proposal at Director's meetings to be held on September 28 and 29.
Sincerely yours,
/s/ Jacques Blondeau
Jacques Blondeau
<PAGE> 1
Exhibit 3
PRESS RELEASE
September 26, 1995. Paris, France.
SCOR S.A. announced today that it intends to propose to the Board of
Directors of SCOR U.S. Corporation (NYSE:SUR) that SCOR U.S. Corporation
become a wholly owned subsidiary of SCOR S.A. in a transaction in which the
public shareholders of SCOR U.S. Corporation would receive $14 per share in
cash. If such a transaction is completed, holders of the 5 1/4% Convertible
Subordinated Debentures due April 1, 2000 of SCOR U.S. Corporation would
have the right to require SCOR U.S. Corporation to repurchase such
Convertible Debentures at a price equal to 100% of the principal amount
thereof, together with accrued and unpaid interest to the repurchase date.
SCOR S.A. currently owns approximately 80% of the outstanding shares of
common stock of SCOR U.S. Corporation. Approximately 3,616,864 shares of
the SCOR U.S. Corporation's common stock are owned by the public.
SCOR U.S. Corporation, through its direct and indirect subsidiaries, SCOR
Reinsurance Company, General Security Insurance Company, The Unity Fire and
General Insurance Company and General Security Indemnity Company, provides
property and casualty insurance and reinsurance. SCOR U.S. Corporation, a
Delaware corporation, is headquartered in New York and operates throughout
the United States with SCOR Reinsurance Company facultative branches in
Chicago, Dallas, Hartford, New York City and San Francisco.
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.
Sept. 26, 1995
--End--
