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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 5)
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. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated November 9, 1995 (the "Schedule 14D-1"),
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. 1 to Schedule 14D-1 also constitutes Amendment No.
5 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 November 9, 1995 by 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 language contained in the penultimate paragraph of the
"INTRODUCTION" to the Offer to Purchase is hereby modified by adding the
following language at the end thereof:
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.
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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 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
