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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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E.W. Blanch Holdings, Inc.
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(Name of Subject Company)
E.W. Blanch Holdings, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
093210102
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(CUSIP Number of Class of Securities)
Daniel P. O'Keefe
Executive Vice President, General Counsel and Secretary
E.W. Blanch Holdings, Inc.
500 N. Akard, Suite 4500
Dallas, TX 75201
(214) 756-7000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
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with a copy to:
Thomas W. Christopher, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8000
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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ITEM 3. THE SOLICITATION OR RECOMMENDATION.
BACKGROUND.
The third paragraph of the Background section in Item 4 is hereby
deleted in its entirety and replaced with the following three new
paragraphs:
Commencing in March 2000, Lazard contacted over 30 parties,
including both insurance industry participants and financial
investors, regarding a possible equity investment in, or business
combination with, the Company. Of the parties contacted, the
Company made management presentations to eight parties, including
Parent. At various times during the period from September 2000
through March 2001, five parties (including Parent) submitted
written, preliminary non-binding indications of interest
regarding a potential transaction with the Company.
Specifically, in late September 2000, one party submitted to
the Company a preliminary, non-binding indication of interest
regarding an acquisition of the Company for cash that valued the
Company at between $275 and $360 million. In mid-October 2000, a
second party submitted to the Company a preliminary, non-binding
indication of interest regarding an acquisition of the Company in
a stock-for-stock transaction valued at between $26 and $30 per
Share. Both of these indications of interest were expressly
conditioned upon the approval of the respective boards of
directors of these parties as well as satisfactory completion of
a due diligence review of the Company. Both parties were provided
with confidential information regarding the Company and its
business and held meetings with the Company's management, but
both parties later elected not to pursue a transaction with the
Company.
As discussed below, from December 2000 through January 2001,
the Company pursued negotiations with a third party regarding a
possible minority investment in the Company and in March 2001
another bidder contacted the Company regarding a possible
business combination. Although several other parties expressed
preliminary interest regarding a possible business combination
with the Company, none of these other parties submitted a
specific proposal to the Company, conducted a due diligence
review of the Company or pursued negotiations with the Company.
The paragraph of the Background section in Item 4 beginning "Starting
in early December 2000, . . ." is hereby deleted in its entirety and
replaced by the following paragraph:
Starting in early December 2000, the Company pursued
negotiations with a third party regarding a minority investment
in the Company in the form of trust preferred securities
convertible into Shares. These negotiations were suspended in
late January 2001 and did not resume, in part because the Board
desired to pursue a possible sale of the Company and found the
terms of the proposed transaction to be inadequate.
The first of two paragraphs of the Background section in Item 4
beginning "On March 26, 2001, . . ." is hereby deleted in its entirety and
replaced by the following paragraph:
On March 26, 2001, the Company received a written,
non-binding preliminary indication of interest from the second
potential bidder regarding a possible acquisition of the Company
for $11 per share plus a contingent value right, on terms to be
negotiated, with respect to any recovery by the Company in its
lawsuit against Parent and certain of its affiliates. This
indication of interest was expressly conditioned upon
satisfactory completion of a due diligence review of the Company,
obtaining required corporate and regulatory approvals and the
willingness of the Company to enter into exclusive negotiations
with this bidder. This last condition was subsequently waived by
the bidder.
The paragraph of the Background section in Item 4 beginning "Also at
this meeting, . . ." is hereby deleted in its entirety and replaced with
the following paragraph:
Also at this meeting, Lazard reviewed with the Board its
financial analysis of the Offer Consideration and Merger
Consideration and rendered to the Board its oral opinion (which
was confirmed by delivery of a written opinion on April 15, 2001)
to the effect that, as of the date of such opinion and based upon
and subject to certain matters stated in such opinion, the
consideration to be received by the holders of the Shares,
pursuant to the Merger Agreement, was fair to the holders from a
financial point of view. (Lazard has consented to the references
herein to its opinion as well as to the inclusion of such opinion
as Exhibit 5 hereto.) The Board also resolved that neither the
Company's rights plan nor Section 203 of the DGCL should be
applicable to a transaction with Parent upon the terms and
conditions presented to the Board at that meeting. At the
conclusion of the meeting, the Board unanimously approved the
merger agreement and the transactions contemplated thereby,
subject to final resolution of a limited number of outstanding
issues.
REASONS FOR THE BOARD'S RECOMMENDATION; FACTORS CONSIDERED.
Paragraph no. 8 under the section entitled "Reasons For The Board's
Recommendation; Factors Considered" in Item 4 is hereby deleted in its
entirety and replaced with the following paragraph:
8) The opinion and related analyses of Lazard, as of April 13,
2001, as to the fairness, from a financial point of view, of
the $13.50 per Share cash consideration to be received in
the Offer and the Merger by the holders of Shares. The full
text of Lazard's written opinion, dated April 15, 2001,
which sets forth the assumptions made, matters considered
and limitations on the review undertaken by Lazard is
attached hereto as Exhibit 5 and is incorporated herein by
reference. Holders of Shares are urged to read such opinion
carefully and in its entirety. Lazard has consented to the
references herein to its opinion as well as to the inclusion
of such opinion as Exhibit 5 hereto.
ITEM 8. ADDITIONAL INFORMATION.
FORWARD-LOOKING STATEMENTS
The paragraph under the section entitled "Forward-Looking Statements"
in Item 8 is hereby deleted in its entirety and replaced with the
following:
In the interest of providing stockholders with certain
information regarding the Company's future plans and operations,
certain statements set forth in this Schedule 14D-9 relate to
management's future plans and objectives. Although any
forward-looking statements contained in this Schedule 14D-9 or
otherwise expressed by or on behalf of the Company are, to the
knowledge and in the judgment of the officers and directors of
the Company, expected to prove true and come to pass, there can
be no assurances that any of these expectations will prove
correct or that any of the actions that are planned will be
taken. Forward-looking statements involve known and unknown risks
and uncertainties which may cause the Company's actual
performance and financial results in future periods to differ
materially from any projection, estimate or forecasted result.
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.
By: /s/ Daniel P. O'Keefe
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Name: Daniel P. O'Keefe
Title: General Counsel
Dated: May 16, 2001