1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
SCOR U.S. Corporation
(Name of the Issuer)
SCOR U.S. Corporation
SCOR Merger Sub Corporation
SCOR S.A.
(Name of Person(s) Filing Statement)
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
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Allan M. Chapin Esq.
Sullivan & Cromwell
250 Park Avenue
New York, New York 10177
(212) 558-4000
November 9, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
2
This Amendment No. 1 amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3, dated November 9, 1995 (the
"Schedule 13E-3"), 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, pursuant to Section 13(e) of the Securities and Exchange Act
of 1934, as amended, and Rule 13e-3 thereunder in connection with the
tender offer by the Purchaser to purchase all of 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"). This
amendment is being filed by the Company, the Purchaser and Parent.
Capitalized terms used and not defined herein shall have the meanings set
forth in the Tender Offer Statement on Schedule 14D-1 under the Exchange
Act (the "Schedule 14D-1") filed by the Purchaser and Parent with the
Securities and Exchange Commission on November 9, 1995 and the Offer to
Purchase filed as Exhibit (a)(1) thereto. By this amendment the Schedule
13E-3 is hereby amended in the respects set forth below.
Item 2. Identity and Background.
Item 2 is hereby supplemented and amended by adding the following
information thereto:
This Statement is also being filed by the Company.
Item 16. Additional Information.
Item 16 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 to read in its
entirety as follows:
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.
Item 17. Material to be Filed as Exhibits.
Item 17(b)(3), Opinion of Dillon Read & Co. Inc., dated November 2,
1995, is hereby amended to read in its entirety as set forth in Exhibit
(b)(3) hereto.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement are 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
SCOR U.S. Corporation
By: /s/ John T. Andrews, Jr.
Name: John T. Andrews, Jr.
Title: Senior Vice President General Counsel &
Corporate Secretary