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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
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. 1 amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3, dated November 9, 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"),
and by Parent, 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 SCOR U.S.
Corporation, a Delaware corporation (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 Company, the Purchaser and Parent.
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 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 2. Identity and Background.
Item 2 is hereby supplemented and amended by adding the following
information thereto:
This Statement is also being filed by the Company.
Item 16. Additional Information.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
The language contained in the penultimate paragraph of the
"INTRODUCTION" to the Offer to Purchase is hereby modified to read in its
entirety as follows:
By accepting the Offer through the tender of Shares and upon
receipt of payment for Shares, a tendering stockholder may be,
and the Company and the Parent intend to assert that a
tendering stockholder is, barred from thereafter attacking in
any legal proceeding the fairness of the consideration received
by such stockholder in the Offer. Parent and the Company will
not assert the release contained in the Letter of Transmittal
against a tendering stockholder but will assert any defenses or
estoppels that may arise out of a tender by operation of law.
Accordingly, a tendering stockholder shall not be deemed to
have waived or released any claims arising under the United
States federal securities laws or the rules and regulations of
the Commission promulgated thereunder or any other rights or
claims, except to the extent waived or released by operation of
applicable law. Stockholders who have questions concerning this
matter are urged to consult their own legal counsel.
Item 17. Material to be Filed as Exhibits.
Item 17(b)(3), Opinion of Dillon Read & Co. Inc., dated November 2,
1995, is hereby amended to read in its entirety as set forth in Exhibit
(b)(3) hereto.
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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 are true, complete
and correct.
Dated: December 6, 1995
SCOR S.A.
By: /s/ Serge Osouf
Name: Serge Osouf
Title: General Manager
SCOR Merger Sub Corporation
By: /s/ Serge Osouf
Name: Serge Osouf
Title: Vice President
SCOR U.S. Corporation
By: /s/ John T. Andrews, Jr.
Name: John T. Andrews, Jr.
Title: Senior Vice President General Counsel &
Corporate Secretary
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Dillon, Read & Co. Inc. Exhibit (b)(3)
535 Madison Avenue
New York, New York 10022
212-906-7000
November 2, 1995
SCOR U.S. Corporation
Two World Trade Center, 23rd floor
New York, New York 10048-0178
Attention: Special Committee of the Board of Directors
Gentlemen:
You have advised us that SCOR S.A. ("SCOR S.A.") proposes to acquire all of
the publicly held outstanding common stock, par value $0.30 per share, (the
"Shares") of SCOR U.S. Corporation (the "Company") not currently held by
SCOR S.A. from the holders thereof (the "Selling Shareholders") at a
purchase price of $15.25 per share (the "Transaction"). You have requested
our opinion as to whether the consideration to be paid pursuant to the
Transaction is fair to the Selling Shareholders, from a financial point of
view, as of the date hereof.
In arriving at our opinion, we have, among other things: (i) reviewed
certain publicly available business and financial information relating to
the Company; (ii) reviewed the reported price and trading activity for the
Shares of the Company; (iii) reviewed certain internal financial
information and other data provided to us by the Company relating to the
business and prospects of the Company, including financial projections
prepared by the management of the Company; (iv) conducted discussions with
members of the senior management of the Company; (v) reviewed the financial
terms, to the extent publicly available, of certain acquisition
transactions which we considered relevant; (vi) reviewed publicly available
financial and securities market data pertaining to certain publicly-held
companies in lines of business generally comparable to those of the
Company; and (vii) conducted such other financial studies, analyses and
investigations, and considered such other information as we deemed
necessary and appropriate.
In connection with our review, with your consent, we have not assumed any
responsibility for independent verification of any of the foregoing
information and have relied upon it being complete and accurate in all
material respects. We have not been requested to and have not made an
independent evaluation or appraisal of any assets or
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liabilities (contingent or otherwise) of the Company or any of its
subsidiaries, nor have we been furnished with any such evaluation or
appraisal. Further, we have assumed, with your consent, that all of the
information, including the projections provided to us by the Company's
management, was prepared in good faith and was reasonably prepared on a
basis reflecting the best currently available estimates and judgments of
the Company's management as to the future financial performance of the
Company, and was based upon the historical performance and certain
estimates and assumptions which were reasonable at the time made. In
addition we have not been asked to, and do not express any opinion as to
the after-tax consequences of the Transaction to any Selling Shareholder.
In addition, our opinion is based on economic, monetary and market
conditions existing on the date hereof.
In rendering this opinion, we are not rendering any opinion as to the value
of the Company or making any recommendation to the Selling Shareholders
with respect to the advisability of voting in favor of the Transaction.
Dillon, Read & Co. Inc. ("Dillon Read"), as part of its investment banking
business, is engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwriting,
competitive biddings, secondary distributions of listed and unlisted
securities, private placements and valuations of estate, corporate and
other purposes. Dillon Read has received a fee for rendering this opinion.
This opinion is being rendered to the Special Committee of the Board of
Directors of the Company for its use in evaluating the Transaction.
Based upon and subject to the foregoing, we are of the opinion that the
consideration to be received in the Transaction by the Selling Shareholders
is fair to the Selling Shareholders, from a financial point of view, as of
the date hereof.
Very truly yours,
DILLON, READ & CO. INC.
/s/ William P. Powell
By: William P. Powell
Managing Director
