SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Financial Institutions Insurance Group, Ltd.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
317588-10-1
(CUSIP Number)
Scott E. Pickens, Esq., Schiff Hardin & Waite,
7200 Sears Tower, Chicago, Illinois, 60606,
Telephone (312) 876-1000
and
Marc Weingarten, Esq., Schulte Roth & Zabel,
900 Third Ave, New York, New York, 10022
Telephone (212) 758-0404
(Name, address and telephone number of person
authorized to receive notices and communications)
February 19, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [X].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act
(however, see the Notes).
PAGE 1 OF 7 PAGES
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This Amendment No. 1 amends and supplements the
statement on Schedule 13D dated January 12, 1996 filed by John A.
Dore ("Dore"), Castle Harlan Partners II, L.P. ("CHP II"), a
Delaware limited partnership, Castle Harlan, Inc., a Delaware
corporation and John K. Castle relating to the shares of Common
Stock, $1.00 par value, issued by Financial Institutions
Insurance Group ("FIIG"), a Delaware corporation. Capitalized
terms used herein without definition, if any, have the same
meanings as those ascribed to them in the initial filing.
Item 4 Purpose of Transaction.
On February 17, 1996 CHP II and Dore sent a letter to
the Board of Directors of FIIG requesting consideration of a
revised proposal (the "Revised Proposal") for the acquisition of
all of the shares of Common Stock of FIIG. FIIG accepted this
proposal on February 19, 1996. A copy of the Revised Proposal is
filed as Exhibit 1 to this Amendment and is hereby incorporated
by reference into Item 4 in its entirety.
Item 6 Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Dore and CHP II have made the Revised Proposal to the
FIIG Board of Directors. FIIG accepted the Revised Proposal on
February 19, 1996. A copy of the Revised Proposal is filed as
Exhibit 1 to this Amendment and is hereby incorporated by
reference into Item 6 in its entirety.
Item 7 Material to be Filed as Exhibits.
The following document is an exhibit filed herewith:
1. Proposal Letter, dated February 17, 1996, from CHP II,
and accepted by FIIG on February 19, 1996, defined as the Revised
Proposal.
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Signatures
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and
correct.
Dated: February 21, 1996
/s/ John A. Dore
John A. Dore
Castle Harlan Partners II, L.P.
By: Castle Harlan Inc., its
Investment Manager
By: /s/ Jeffrey M. Siegal
Jeffrey M. Siegal, Managing
Director
Castle Harlan, Inc.
By: /s/ Jeffrey M. Siegal
Jeffrey M. Siegal, Managing
Director
/s/ John K. Castle
John K. Castle
Page 3 of 7
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EXHIBIT INDEX
Exhibit Number Description of Document Location of
Exhibit
1 Proposal Letter, dated Page 5 of 7
February 17, 1996,
from CHP II, and
accepted by FIIG on
February 19, 1996,
defined as the Revised
Proposal.
Page 4 of 7
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EXHIBIT 1
February 17, 1996
Financial Institutions Insurance
Group, Ltd.
300 Delaware Avenue
Suite 1704
Wilmington, Delaware 19801-1612
Attention: Board of Directors
Re: Financial Institutions Insurance Group, Ltd.
Gentlemen:
We are pleased to submit to you this proposal by Castle
Harlan Partners II, L.P. ("CHP II") and John A. Dore to acquire,
through a new corporation to be organized and owned by them,
Financial Institutions Insurance Group, Ltd. ("FIIG"), at a price
of $16 per share of outstanding FIIG Common Stock (the "Per Share
Purchase Price") after giving effect to the announced split and
dividend. We would also pay, with respect to each outstanding
option to purchase FIIG Common Stock, the excess of the Per Share
Purchase Price over the exercise price of such option.
This proposal is subject to negotiation and
finalization of a definitive purchase agreement. CHP II is a
$250 million private equity investment limited partnership.
Castle Harlan, Inc., as investment manager for CHP II, has the
discretion, without the need for additional approval, to direct
CHP II's investments. Accordingly, the definitive purchase
agreement would not be conditioned upon financing. Consummation
of such acquisition would only be subject to receipt of any
regulatory approvals and other customary conditions to closing
for a transaction of this type. The definitive purchase
agreement will contain such other terms as are customary for a
transaction of this type and as the parties may agree.
Following execution of the enclosed counterpart of this
letter by FIIG, during the period ending 5:00 p.m. New York City
time on March 4, 1996 (or such later date as may be 13 days
following such execution) (the "Due Diligence Period"), FIIG
agrees that it shall not, directly or indirectly, solicit any
acquisition proposal, or cooperate with, furnish or cause to be
furnished any information concerning the business, financial
condition, properties or assets of FIIG to, or continue or enter
into any discussion, negotiation, agreement or understanding
concerning any acquisition proposal with, any person making any
acquisition proposal. For a period of 32 days following the
expiration of the Due Diligence Period, FIIG further agrees that
it shall not, directly or indirectly, solicit any acquisition
proposal, or cooperate with, furnish or cause to be furnished any
information concerning the business, financial condition,
properties or assets of FIIG to, or continue or enter into any
discussion, negotiation, agreement or understanding
Page 5 of 7
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concerning any acquisition proposal with, any person making any
acquisition proposal, except that FIIG shall be permitted to
consider and negotiate any unsolicited acquisition proposal,
furnish information to and enter into an acquisition agreement
with a third party if the Board of Directors of FIIG determines
in good faith, based upon a written opinion of outside counsel,
that its fiduciary duties require it to do so. The provisions of
this paragraph shall expire at 5:00 p.m. New York City time on
the date which is 45 days following the date of execution of the
enclosed counterpart of this letter by FIIG, unless a definitive
purchase agreement with CHP II or its affiliates is executed and
delivered on or before that date, or such later date as the
parties may agree. As used in this paragraph, "acquisition
proposal" shall mean any proposal, offer or indication of
interest for a merger or other business combination or joint
venture involving FIIG or for the acquisition of a substantial
portion of the assets or the stock of FIIG.
As we have discussed, we are prepared to commence a
confirmatory due diligence review of FIIG on February 21, 1996 to
confirm that all public information concerning FIIG is correct in
all material respects and that there are no material omissions in
such information. CHP II is prepared to move expeditiously and
begin immediately the process of negotiating a definitive
purchase agreement, and you and we agree, subject to the
fiduciary duties of the directors of FIIG referred to in the
prior paragraph, to use our mutual best efforts to execute and
consummate such agreement as promptly as possible. Upon the
satisfactory conclusion of our due diligence review (which shall
be completed within the Due Diligence Period), we will deliver
written confirmation to FIIG that such review was satisfactory,
and this proposal, the definitive agreement and the Per Share
Purchase Price shall thereafter not be subject to any due
diligence contingencies.
In the event that FIIG enters into an agreement
involving a merger or other business combination or joint venture
involving FIIG or for the acquisition of a substantial portion of
the assets or the stock of FIIG with a third party (other than
with CHP II or its affiliates), within one year of the date
hereof, FIIG shall be obligated, upon such execution, (i) to
reimburse us for our out-of-pocket fees and expenses in
connection with the transactions contemplated hereby in an amount
not to exceed $100,000, a written itemization of which shall be
delivered to FIIG; and (ii) to pay to CHP II a cash fee of
$3,500,000. Upon payment of any such amount, FIIG shall have no
further liability or obligation whatsoever to CHP II. The
provisions of this paragraph shall be of no force and effect and
no payment shall be made to CHP II if: (i) at any time CHP II
lowers the Per Share Purchase Price below $16.00; (ii) a
transaction with CHP II is not consummated due to the failure by
CHP II to satisfy the terms and conditions of this agreement or
the definitive agreement; (iii) CHP II for any reason (other than
due to the failure by FIIG to satisfy the terms and conditions of
this agreement or the definitive agreement) determines not to
pursue the transaction with FIIG; (iv) any regulatory approval
required for such transaction is not obtained; or (v) the written
confirmation of satisfactory completion of due diligence is not
received by 5:00 p.m. New York City time on the last day of the
Due Diligence Period.
If the foregoing is acceptable to you, please sign the
attached
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enclosed counterpart of this letter in the space provided and
return the counterpart to CHP II no later than 5:00 p.m. New
York City time, February 20, 1996.
Very truly yours,
Castle Harlan Partners II,
L.P.
By: Castle Harlan, Inc., as
Investment Manager
By: /s/ Jeffrey M. Siegal
Jeffrey M. Siegal,
Managing Director
/s/ John A. Dore
John A. Dore
ACCEPTED AS OF
February 19, 1996:
FINANCIAL INSTITUTIONS INSURANCE
GROUP, LTD.
By: /s/ R. Kieth Long
Title:
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