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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 6)
Under the Securities Exchange Act of 1934
SCOR U.S. Corporation
(Name of Subject Company)
SCOR Merger Sub Corporation
SCOR S.A.
(Bidders)
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
Copy to:
Allan M. Chapin, Esq.
Sullivan & Cromwell
250 Park Avenue
New York, New York 10048-0178
(212) 558-4000
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated November 9, 1995 (the "Schedule 14D-1"),
as amended by Amendment No. 1 thereto dated December 6, 1995, 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, relating to the
tender offer by the Purchaser to purchase all 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"), both of
which were annexed to and filed with the Schedule 14D-1 as Exhibits (a)(1)
and (a)(2), respectively. This amendment is being filed by the Purchaser
and Parent. Capitalized terms used and not defined herein shall have the
meaning set forth in the Schedule 14D-1 and the Offer to Purchase filed as
Exhibit (a)(1) thereto. By this amendment the Schedule 14D-1 is hereby
amended in the respects set forth below.
This Amendment No. 2 to the Schedule 14D-1 also constitutes Amendment
No. 6 to the Statement on Schedule 13D under the Exchange Act originally
filed by Parent with the Commission on November 2, 1990, as most recently
amended on December 6, 1995 by the Amendment No. 1 to the Schedule 14D-1
relating to the Offer.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended by adding the
following information thereto:
The press release of Parent, dated December 7, 1996, relating to
the extension of the term of the Offer and related withdrawal
rights is incorporated by reference herein and is attached hereto
as Exhibit (a)(9).
Item 11. Material to be filed as Exhibits.
(a)(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
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EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
(a)(9) Press release issued by Parent, dated
December 7, 1995.
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Exhibit (a)(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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