1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
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. 2 amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3, dated November 9, 1995, as amended
by Amendment No. 1 thereto dated December 6, 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"), Parent and SCOR
U.S. Corporation, a Delaware corporation (the "Company"), 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 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 Purchaser, Parent and the Company.
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, as amended by
Amendment No. 1 thereto dated December 6, 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 4. Terms of the Transaction.
Item 4(a) is hereby supplemented and amended by adding the following
information thereto:
(a) The answer to Item 10(f) of the Schedule 14D-1, as amended by
Amendment No. 2 thereto, dated December 7, 1995, is incorporated herein by
reference.
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby supplemented and amended by adding the following
information thereto:
(d)(9) Press Release issued by Parent, dated December 7, 1995.
3
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 7, 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
SCOR U.S. Corporation
By: /s/ John T. Andrews
Name: John T. Andrews, Jr.
Title: Senior Vice President, General Counsel
and Secretary
4
EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
(d)(9) Press release issued by Parent, dated
December 7, 1995.