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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 3)
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)
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This Amendment No. 3 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 and Amendment No. 2
thereto dated December 7, 1995 (as so amended, 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 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 Amendment No. 2 thereto dated December 7, 1995 (as so
amended, the "Schedule 14D-1"), 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.
This Amendment No. 3 to Schedule 13E-3 also constitutes the final
amendment to the Schedule 13E-3 pursuant to Rule 13e-3(d)(3) under the
Exchange Act.
Item 1. Issuer and Class of Security Subject to the Transaction.
Item 1(b) is hereby supplemented and amended by adding the following
information thereto:
(b) The answer to Item 1(b) of the Schedule 14D-1, as amended by
Amendment No. 3 thereto, dated December 18, 1995 (the "Schedule 14D-1
Amendment"), is incorporated herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate.
Item 5 is hereby supplemented and amended by adding the following
information thereto:
(a) The answer to Item 5(a) of the Schedule 14D-1, as amended by the
Schedule 14D-1 Amendment, is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
Item 10 is hereby supplemented and amended by adding the following
information thereto:
(a)-(b) The answer to Item 6 of the Schedule 14D-1, as amended
by the Schedule 14D-1 Amendment, is incorporated herein by reference.
Item 16. Additional Information.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
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The answer to Item 10(j) of the Schedule 14D-1, as amended by the
Schedule 14D-1 Amendment, 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)(10) Press Release issued by Parent, dated December 13,
1995.
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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 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
SCOR U.S. Corporation
By: /s/ Maxine H. Verne
Name: Maxine H. Verne
Title: Vice President & Associate General Counsel
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EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
(d)(10) Press release issued by Parent, dated
December 13, 1995.