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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
(Name of the Issuer)
John A. Dore
Financial Institutions Insurance Group, Ltd.
Castle Harlan Partners II, L.P.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
317588 10 1
(CUSIP Number of Class of Securities)
WITH A COPY TO:
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JAMES M. VAN VLIET, JR. COLLEEN M. HENNESSY MARC WEINGARTEN, ESQ.
SCHIFF HARDEN & WAITE LORD, BISSELL & BROOK SCHULTE ROTH & ZABEL
7200 SEARS TOWER 115 SOUTH LASALLE STREET 900 THIRD AVENUE
CHICAGO, IL 60606 CHICAGO, IL 60603 NEW YORK, NY 10022
(312) 876-1000 (312) 443-1769 (212) 758-0404
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
a. [X] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT SUBJECT
TO REGULATION 14a [17 CFR 240.14a-1 TO 240.14b-1], REGULATION 14c [17 CFR
240.14c-1 TO 240.14c-101] OR RULE 13e-3(c) [Section 240.13e-3(c)] UNDER
THE SECURITIES EXCHANGE ACT OF 1934.
b. [ ] THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
c. [ ] A TENDER OFFER.
d. [ ] NONE OF THE ABOVE.
CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION STATEMENT REFERRED TO IN CHECKING BOX (a) ARE PRELIMINARY
[ ] COPIES:
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$54,139,930 $10,827.97
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[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $10,827.97 FILING PARTY: FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
FORM OF REGISTRATION NO.: SCHEDULE 14A DATE FILED: MAY 22, 1996
===================================================================================================================================
* THE TRANSACTION VALUATION IS BASED UPON (I) $16.00, AS THE AMOUNT PER
SHARE WHICH WILL BE PAID BY THE ACQUIRING PARTY IN CASH, MULTIPLIED BY
(ii) THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
PLUS THE DIFFERENCE BETWEEN $16.00 AND THE EXERCISE PRICE FOR EACH OUTSTANDING
OPTION TO ACQUIRE COMMON STOCK OF THE ISSUER.
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INTRODUCTORY NOTE
This Final Amendment to Schedule 13E-3 amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 dated May 21, 1996 as amended by
Amendment No. 1 to Schedule 13E-3 dated August 9, 1996 relating to the merger
of FIIG Merger Corp. ("Buyer Sub") with and into Financial Institutions
Insurance Group, Ltd. (the "Company") pursuant to the Merger Agreement dated as
of April 12, 1996 by and among the Company, Buyer Sub and FIIG Holding Corp.
("Buyer"). Buyer is a subsidiary of Castle Harlan Partners II, L.P. ("CHP
II").
On September 6, 1996, the merger of Buyer Sub into the Company was
consummated.
SIGNATURES
After due inquiry, and to the best of my knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Date: September 11, 1996
/s/ John A. Dore
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John A. Dore
OAKLEY INSURANCE GROUP, INC.
(successor to Financial Institutions Insurance Group, Ltd.)
By: /s/ John A. Dore
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John A. Dore, President
CASTLE HARLAN PARTNERS II, L.P.
By Castle Harlan, Inc., its Investment Manager
By: /s/ Howard Weiss
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Howard Weiss, Vice President and Treasurer
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