<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 7)
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)
<PAGE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <S>
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) [ ]
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 AGGREGATE AMOUNT BENEFICIALLY OWNED 18,021,229 shares
BY EACH REPORTING PERSON
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ]
SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.18%
10 TYPE OF REPORTING PERSON HC, IC, CO
</TABLE>
<PAGE>
<PAGE> 3
<TABLE>
<CAPTION>
<S> <S>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOR Merger Sub Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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 Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED 3,473,473 shares
BY EACH REPORTING PERSON
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ]
SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 19.12%
10 TYPE OF REPORTING PERSON CO
</TABLE>
<PAGE>
<PAGE> 4
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated November 9, 1995, as amended by
Amendment No. 1 thereto dated December 6, 1995 and Amendment No. 2 thereto
dated December 7, 1995 (as so amended, 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. 3 to Schedule 14D-1 also constitutes (i) the final
amendment to the Schedule 14D-1 pursuant to General Instruction D to
Schedule 14D-1 under the Exchange Act and (ii) Amendment No. 7 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 7, 1995 by Amendment No. 2 to the Schedule 14D-1 relating to the
Offer.
Item 1. Security and Subject Company.
Item 1(b) is hereby supplemented and amended by adding the
following information thereto:
On December 13, 1995, the Purchaser notified the Depositary that it
was accepting for payment all Shares validly tendered pursuant to
the Offer and not withdrawn prior to 12:00 midnight, New York City
time, on Tuesday, December 12, 1995. As of that time, an aggregate
of 3,473,473 Shares had been validly tendered (an aggregate of
6,766 of which Shares were tendered by way of notice of guaranteed
delivery procedures).
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
Item 5(a) is hereby supplemented and amended by adding the
following information thereto:
As set forth in the "INTRODUCTION" of the Offer to Purchase, the
Parent, as the direct and indirect beneficial owner of more than
90% of the outstanding Shares, intends to contribute its Shares to
the Purchaser and cause the Purchaser to effect the Merger without
the vote of the Company's stockholders pursuant to the short-form
merger provisions of Section 253 of the Delaware General
Corporation Law.
Item 6. Interest in Securities of the Subject Company.
Items 6(a)-(b) are hereby supplemented and amended by adding the
following information thereto:
On December 13, 1995, the Purchaser purchased an aggregate of
3,473,473 Shares (6,766 of which are subject to delivery pursuant
to notice of guaranteed delivery procedures) pursuant to the Offer
at the offer price of $15.25 per Share, net to the seller in cash,
<PAGE>
<PAGE> 5
without interest thereon. As a result of such purchase, Parent will
directly and indirectly beneficially own 18,021,229 Shares, which
constitute approximately 99.18% of the outstanding shares of Common
Stock of the Company.
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 13, 1995 relating to the
completion of the Offer and the acceptance for payment by the
Purchaser of all Shares validly tendered pursuant to the Offer is
incorporated by reference herein and is attached hereto as Exhibit
(a)(10).
Item 11. Material to be filed as Exhibits.
(a)(10) Press Release issued by Parent, dated December 13, 1995.
<PAGE>
<PAGE> 6
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 14, 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
<PAGE>
<PAGE> 7
EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
(a)(10) Press release issued by Parent, dated
December 13, 1995.
<PAGE> 1
Exhibit (a)(10)
SCOR
PRESS RELEASE
Contact: Jean Alisse
General Counsel
SCOR S.A.
(33-1) 46-98-73-63
FOR IMMEDIATE RELEASE
SCOR S.A. ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR
COMMON STOCK OF SCOR U.S. CORPORATION
December 13, 1995. Paris, France. SCOR S.A. today announced
the successful completion of the tender offer (the "Offer") by SCOR Merger
Sub Corporation, 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. As of 12:00
midnight, New York City time, on Tuesday, December 12, 1995, the deadline
for tendering shares, an aggregate of 3,473,473 shares of Common Stock of
SCOR U.S. were validly tendered, of which an aggregate of 6,766 shares had
been tendered pursuant to notice of guaranteed delivery procedures. The
tendered shares, together with the SCOR U.S. shares owned directly or
indirectly by SCOR S.A., represent approximately 99.18% of the total
outstanding shares of Common Stock of SCOR U.S. Accordingly, the minimum
tender condition, which required that the tendered shares, together with
the SCOR U.S. shares owned directly or indirectly by SCOR S.A., constitute
at least 90% of the outstanding shares of SCOR U.S. as of the date of
acceptance of the shares pursuant to the Offer, has been satisfied.
SCOR S.A. also announced that as of 12:00 midnight, New York
City time, on Tuesday, December 12, 1995, the Offer expired and was
terminated and that the tendered shares will be accepted by it for payment
of $15.25 per share, net to the seller in cash, without interest
--More--
<PAGE>
<PAGE> 9
thereon. Following acceptance of the tendered shares, approximately 150,000
of the outstanding shares will be owned by persons other than SCOR S.A. and
SCOR Merger Sub Corporation.
SCOR S.A. will now cause a short-form merger of SCOR Merger Sub
Corporation with and into SCOR U.S. Corporation to be effected without a
vote of the stockholders of SCOR U.S. pursuant to the short-form merger
provisions of the Delaware General Corporation Law. Pursuant to that short-
form merger, shares not purchased in the Offer will be converted into the
right to receive $15.25 in cash, without interest thereon. It is currently
anticipated that such short-form merger will occur on or about December 21,
1995.
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.
--End--
