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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement Pursuant to
Section Rule 14(d)(4) of the Securities Exchange Act of 1934
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SCOR U.S. CORPORATION
(Name of Subject Company)
SCOR U.S. CORPORATION
(Name of Person Filing Statement)
Common Stock, par value $0.30 per share
(Title of Class of Securities)
784027104
(CUSIP Number of Class of Securities)
John T. Andrews
Senior Vice President and General Counsel
2 World Trade Center
New York, New York 10048-0178
Telephone: (212) 912-0017
(Name, address (including zip code) and telephone number (including area code)
of person authorized to receive notices and communications on behalf
of the persons filing statement)
Copy to:
Phillip R. Mills, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the
"Schedule 14D-9") of SCOR U.S. Corporation, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on November 9,
1995, relating to the tender offer for all outstanding shares of common stock,
par value $.30 per share, of the Company by SCOR Merger Sub Corporation, a
Delaware corporation. Terms not defined herein shall have the meaning set
forth on the Schedule 14D-9.
Item 9. Materials to be Filed as Exhibits.
Item 9(b) is hereby amended by adding the following Exhibit thereto:
Exhibit 7(*) - Opinion of Dillon, Read & Co. Inc. dated November 2, 1995.
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.
Date: December 6, 1995 SCOR U.S. Corporation
By: /s/ Jerome Karter
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Name: Jerome Karter
Title: President and
Chief Executive Officer
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(*) This Exhibit replaces Exhibit 7 in its entirety previously filed with the
Schedule 14D-9.
[Letterhead of Dillon, Read & Co. Inc.]
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 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 aspects. We have not been requested to and have not made an
independent evaluation or appraisal of any assets or 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 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 our 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.
By: /s/ William P. Powell
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William P. Powell
Managing Director
