UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

PRESERVER GROUP, INC.

(NAME OF SUBJECT COMPANY (ISSUER))

ARCHER MCWHORTER
GAIL MCWHORTER
SLEEPY LAGOON, LTD.
ALVIN E. SWANNER
BRION PROPERTIES, A LOUISIANA PARTNERSHIP IN COMMENDAM
WILLIAM E. LOBECK, JR.
WILLIAM E. LOBECK REVOCABLE TRUST
KATHRYN L. TAYLOR REVOCABLE TRUST
---------------------------------
(NAMES OF FILING PERSONS (OFFERORS))

COMMON STOCK, PAR VALUE $0.50 PER SHARE
---------------------------------------
(TITLE OF CLASS OF SECURITIES)

PRESERVER GROUP, INC. CUSIP NUMBER IS 74082A 10 3
(NOTE: CERTIFICATES IN THE COMPANY'S FORMER NAME
MOTOR CLUB OF AMERICA BEAR CUSIP NUMBER 619823 10 7)
----------------------------------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)

STEPHEN A. GILBERT AND PATRICK J. HAVERON
PRESERVER GROUP, INC.
95 ROUTE 17 SOUTH
PARAMUS, NEW JERSEY 07653
TELEPHONE: (201) 291-2000
-------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

COPY TO:

STANLEY U. NORTH, III, ESQ. MORRIS BIENENFELD, ESQ.
SILLS CUMMIS RADIN TISCHMAN EPSTEIN WOLFF & SAMSON, P.A.
& GROSS, P.A. 280 CORPORATE CENTER
ONE RIVERFRONT PLAZA 5 BECKER FARM ROAD
NEWARK, NEW JERSEY 07102-5400 ROSELAND, NEW JERSEY 07068
TELEPHONE: (973) 643-7000 TELEPHONE: (973) 740-0500

CALCULATION OF FILING FEE:

TRANSACTION VALUATION*: $9,791,675.50 AMOUNT OF FILING FEE*: $1,958.34 in
payments of
$1,707.34 and
$251.00

* Estimated for purposes of calculating the amount of the filing fee only.

This calculation assumes the purchase of 1,263,442 outstanding shares of common
stock, par value $0.50, of Preserver Group, Inc., at a price per share of $7.75
in cash. Such number of shares represents all 1,101,510 shares of common stock
outstanding as of December 18, 2001, other than an aggregate of 1,022,870 shares
beneficially owned by the filing persons (consisting of Archer McWhorter, Alvin
E. Swanner and William E. Lobeck, Jr. and their affiliates), which shares will
not be tendered in the Offer, plus options to purchase 115,000 shares and
$746,215 of convertible debentures convertible into 46,932 shares. The amount of
the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of
the transaction.

/X/ Check the 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: $1,958.34 Filing Party: Preserver Group, Inc.
Form or Registration No.: Schedule TO-I/13E-3 Date Filed: January 15, 2002 and concurrently
and Amendment No. 1 with filing hereof

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. / /

This Tender Offer Statement on Schedule TO relates to the tender offer by (i)
Archer McWhorter, (ii) Gail McWhorter, (iii) Sleepy Lagoon, Ltd., (iv) Alvin
E. Swanner, (v) Brion Properties, a Louisiana partnership in commendam, (vi)
William E. Lobeck, Jr., (vii) William E. Lobeck Revocable Trust and (viii)
Kathryn L. Taylor Revocable Trust (each an "Offeror" and collectively, the
"Offerors"), which tender offer is being made on behalf of the Offerors by
Preserver Group, Inc., a New Jersey corporation (the "Company"), to purchase
up to 1,101,510 Shares of its issued and outstanding common stock, par value
$0.50 per share (the "Shares"), at a purchase price of $7.75 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 January 14, 2002,
as amended by the Supplement thereto dated February 11, 2002 (the
"Supplement", and the Offer to Purchase as amended by the Supplement is
hereinafter referred to as the "Offer to Purchase"), a copy of which is
attached hereto as Exhibit (a)(1)(A), and in the related Letter of
Transmittal (the "Letter of Transmittal"), a copy of which is attached hereto
as Exhibit (a)(1)(B) and which, together with the Offer to Purchase, as
amended or supplemented from time to time, constitute the Offer and are
herein incorporated by reference. Except where expressly stated otherwise,
all references herein to any specific portions or sections of the Offer to
Purchase (including the cover page(s) thereto) shall be deemed to refer to
such portions or sections (including the cover page(s) thereto) of the Offer
to Purchase dated January 14, 2002 as amended by the applicable corresponding
portions or sections of the Supplement and all references herein to cover
page(s) of the Offer to Purchase shall be deemed to included the cover
page(s) of the Supplement. The 1,101,510 shares represent all of the issued
and outstanding common stock of the Company other than the 1,022,870 issued
and outstanding shares owned, in the aggregate, by the Offerors (consisting
of Archer McWhorter, Alvin E. Swanner, William E. Lobeck, Jr. and their
affiliates) which 1,022,870 shares will not be tendered in the Offer. This
Tender Offer Statement on Schedule TO is being filed in conjunction with the
Tender Offer Statement on Schedule TO of Preserver Group, Inc. dated January
14, 2001 filed by the Company with the Securities and Exchange Commission on
January 15, 2001 as amended by Amendment No. 1 thereto dated February 11,
2002 being filed by the Company simultaneously herewith, relating to the
Offer (collectively, the "Company's Schedule TO").

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the Summary Term Sheet in the Offer to Purchase is
incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) NAME AND ADDRESS. The name of the issuer of the Shares subject to the Offer
is Preserver Group, Inc., a New Jersey corporation. The Company changed its name
in July 2001 from Motor Club of America to Preserver Group, Inc. The Company's
principal executive offices are located at 95 Route 17 South, Paramus, New
Jersey 07653, telephone: (201) 291-2000.

(b) SECURITIES. The class of securities to which this statement relates is the
common stock, par value $0.50 per share, of which 2,124,380 Shares were issued
and outstanding as of December 18, 2001. The information set forth in the cover
page of the Offer to Purchase is incorporated herein by reference.

(c) TRADING MARKET AND PRICE. The Shares are currently traded on the NASDAQ
National Market System under the symbol "PRES." The information set forth in the
cover page of the Offer to Purchase and in the Offer to Purchase under "THE
TENDER OFFER - Section 6. Price Range of Shares; Dividends" is incorporated
herein by reference.

(d) DIVIDENDS. The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 6. Price Range of Shares; Dividends" is incorporated
herein by reference.

(e) PRIOR PUBLIC OFFERINGS. During the past three years, the Offerors have not
engaged in any underwritten public offering of common stock for cash, either
registered under the Securities Act of 1933, as amended, or exempt from
registration under Regulation A.

(f) PRIOR STOCK PURCHASES. During the past two years, the Offerors have
purchased an aggregate of 129,999 shares of the Company's common stock, all of
which purchases have been made on the open market, at the times set forth in the
Offer to Purchase under "SPECIAL FACTORS - Section 6. Background of the Offer",
which information is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) NAME AND ADDRESS. This Tender Offer Statement is filed by the Offerors, all
of whom are affiliates of the Company, and whose names, addresses, business
telephone number and nature of affiliation are as follows:

(i) Archer McWhorter
1600 Smith Street
Houston, Texas 77002
(713) 650-3838

Archer McWhorter is the Chairman of the Board of Directors and
a member of the Executive Committee of the Company, and
together with his associates is a beneficial owner of the
Company's common stock as set forth in response to Item 8(a)
of this Schedule TO.

(ii) Gail McWhorter
1600 Smith Street
Houston, Texas 77002
(713) 650-3838

Gail McWhorter is the wife of Archer McWhorter (identified in
(a)(i) above) and is a beneficial owner of the Company's
common stock as set forth in response to Item 8(a) of this
Schedule TO.

(iii) Sleepy Lagoon, Ltd.
1600 Smith Street
Houston, Texas 77002
(713) 650-3838

The sole general partner of Sleepy Lagoon, Ltd. is Archer
McWhorter (identified in (a)(i) above). Sleepy Lagoon, Ltd.
is controlled by Archer McWhorter and is a beneficial owner
of the Company's common stock as set forth in response to
Item 8(a) of this Schedule TO.

(iv) Alvin E. Swanner
28 Chateau Haut Brion Street
Kenner, Louisiana 70065
(504) 464-5654

Alvin E. Swanner is a director and member of the Executive
Committee of the Company and, together with his associates, is
a beneficial owner of the Company's common stock as set forth
in response to Item 8(a) of this Schedule TO.

(v) Brion Properties, a Louisiana partnership in commendam ("Brion
Properties")
28 Chateau Haut Brion Street
Kenner, Louisiana 70065
(504) 464-5654

The sole general partner of Brion Properties is Alvin E.
Swanner (identified in (a)(iv) above). Brion Properties is
controlled by Alvin E. Swanner and is a beneficial owner of
the Company's common stock as set forth in response to Item
8(a) of this Schedule TO.

(vi) William E. Lobeck, Jr.
1132 South Lewis Avenue
Tulsa, Oklahoma 74104
(918) 585-5129

William E. Lobeck, Jr. is a director and member of the
Executive Committee of the Company and, together with his
associates, is a beneficial owner of the Company's common
stock as set forth in response to Item 8(a) of this Schedule
TO.

(vii) William E. Lobeck Revocable Trust
1132 South Lewis Avenue
Tulsa, Oklahoma 74104
(918) 585-5129

The William E. Lobeck Revocable Trust is controlled by its
trustee William E. Lobeck, Jr. (identified in (a)(vi)
above), and is a beneficial owner of the Company's common
stock as set forth in response to Item 8(a) of this Schedule
TO.

(viii) Kathryn L. Taylor Revocable Trust
1132 South Lewis Avenue
Tulsa, Oklahoma 74104
(918) 585-5129

The Kathryn L. Taylor Revocable Trust is controlled by its
trustee, Kathryn L. Taylor, who is the wife of William E.
Lobeck, Jr. (identified in (a)(vi) above). Ms. Taylor and
the Kathryn L. Taylor Revocable Trust are beneficial owners
of the Company's common stock as set forth in response to
Item 8(a) of this Schedule TO. Kathryn L. Taylor's address
is also 1132 South Lewis Avenue, Tulsa, Oklahoma 74104.

The information set forth in response to Item 8(a) of this Schedule TO is
incorporated herein by reference. Further, the information set forth in the
Offer to Purchase under "INFORMATION ABOUT THE COMPANY - Section 1. Identity and
Background of Certain Persons" is incorporated herein by reference.

(b) BUSINESS AND BACKGROUND OF ENTITIES. The principal business, and state or
other place of organization, of each entity specified in Item 2(a) of this
Schedule TO is as follows:

(i) SLEEPY LAGOON, LTD.
A limited partnership organized under the laws of the State of
Texas whose principal business is family investments and
holdings by or for one or more members of the McWhorter
family.

(ii) BRION PROPERTIES
A partnership in commendam organized under the laws of the
State of Louisiana whose principal business is family
investments and holdings by or for one or more members of the
Swanner family.

(iii) WILLIAM E. LOBECK REVOCABLE TRUST
A trust organized under the laws of the State of Oklahoma
whose principal business is family investments and holdings by
or for one or more members of the Lobeck family.

(iv) KATHRYN L. TAYLOR REVOCABLE TRUST
A trust organized under the laws of the State of Oklahoma
whose principal business is family investments and holdings by
or for one or more members of the Lobeck family.

None of the above listed entities has been convicted of any criminal act
during the past five years (excluding traffic violations or similar
misdemeanors). Further, none of such entities has been party to any judicial
or administrative proceeding during the last five years that has resulted in
a judgment, decree or final order enjoining them from any future violations
of, or prohibiting activities subject to, any federal or state securities
laws, or a finding of any violation of federal or state securities laws.

(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The current principal occupation
or employment (including the name, principal business and address of any
corporation or other organization in which conducted) and the material
occupations, positions, offices or employment during the past five years
(including the starting and ending dates, name and principal business and
address of any corporation or other organization in which carried on) for each
natural person named in Item 2(a) of this Schedule TO is as follows:

(i) ARCHER MCWHORTER: The information set forth in the Offer to
Purchase under "INFORMATION ABOUT THE COMPANY - Section 1.
Identity and Background of Certain Persons" is incorporated
herein by reference. In addition, the principal business and
addresses of the following corporations or other organizations
listed therein are:

1. NATIONAL CAR RENTAL SYSTEMS ("NCR")
200 South Andrews Avenue
Ft. Lauderdale, Florida 33301
(car rental company)

2. SANTA ANA HOLDINGS, INC. ("Santa Ana")
1132 South Lewis Avenue
Tulsa, Oklahoma 74104
(a holding company for stock of NCR and
was dissolved in 1997)

3. REPUBLIC INDUSTRIES, INC. (NOW KNOWN AS AUTONATION,
INC.)
110 S.E. 6th Street
Ft. Lauderdale, Florida 33301
(automotive retailer and formerly owner of car rental
operations)

(ii) GAIL MCWHORTER: Mrs. McWhorter is currently and has been a
housewife since April 2000. Prior to that she was employed
as a registered nurse at Methodist Hospital, 6565 Fannin
Street, Houston, Texas 77030.

(iii) ALVIN E. SWANNER: The information set forth in the Offer to
Purchase under "INFORMATION ABOUT THE COMPANY - Section 1.
Identity and Background of Certain Persons" and the
information set forth under (c)(i) above with respect to the
principal business and addresses of certain organizations
listed therein is incorporated herein by reference. In
addition, the principal business and addresses of the
following corporations or other organizations listed therein
are:

1. CHATEAU, INC.
3600 Chateau Boulevard
Kenner, Louisiana 70113
(a golf and country club)

2. CHATEAU DEVELOPMENT COMPANY, INC.
3600 Chateau Boulevard
Kenner, Louisiana 70113
(a development company)

3. 135 ST. CHARLES, INC.
3600 Chateau Boulevard
Kenner, Louisiana 70113
(a hotel development company)

(iv) WILLIAM E. LOBECK, JR.: The information set forth in the
"Offer to Purchase under INFORMATION ABOUT THE COMPANY -
Section 1. Identity and Background of Certain Persons" and the
information set forth under (c)(i) above with respect to the
principal business and addresses of certain organizations
listed therein is incorporated herein by reference.

(v) KATHRYN L. TAYLOR: Since 1997, Ms. Taylor has been a community
volunteer and currently serves on the Board of Trustees of
the University of Oklahoma Foundation as well as numerous
community volunteer positions. From 1992 to September 1997,
Ms. Taylor was an attorney and a director of the law firm
Crowe and Dunlevy, 321 S. Boston, 500 Kennedy Building,
Tulsa, Oklahoma 74103.

Each of above listed individuals is a U.S. citizen. None of the above listed
individuals has been convicted of any criminal act during the past five years
(excluding traffic violations or similar misdemeanors). Further, none of such
individuals has been party to any judicial or administrative proceeding during
the last five years that has resulted in a judgement, decree or final order
enjoining them from any future violations of, or prohibiting activities subject
to, any federal or state securities laws, or finding of any violation of federal
or state securities laws.

ITEM 4. TERMS OF THE TRANSACTION.

(a) MATERIAL TERMS.

(1) TENDER OFFERS.

(i) The information set forth on the cover page to the Offer to
Purchase is incorporated herein by reference.

(ii) The information set forth on the cover page to the Offer to
Purchase is incorporated herein by reference.

(iii) The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 1. Terms of the Offer; Expiration Date"
is incorporated herein by reference.

(iv) No subsequent offering period will be available. Further, the
information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 1. The Terms of the Offer; Expiration
Date" is incorporated herein by reference.

(v) The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 1. The Terms of the Offer; Expiration
Date" is incorporated herein by reference.

(vi) The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 4. Withdrawal Rights" is incorporated
herein by reference.

(vii) The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 3. Procedures for Tendering Shares" and
"THE TENDER OFFER - Section 4. Withdrawal Rights" is
incorporated herein by reference.

(viii) The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 2. Acceptance for Payment and Payment
for Shares" is incorporated herein by reference.

(ix) The Offerors are offering to purchase (through the Company)
all of the outstanding Shares of common stock of the Company.
The Offerors (consisting of Archer McWhorter, Chairman of the
Board of the Company, William E. Lobeck, Jr., a director of
the Company and Alvin E. Swanner, a director of the Company,
all of whom together constitute the Executive Committee of the
Board of Directors, and their affiliates listed in Item 3(a)
of this Schedule TO) have agreed with the Company that they
will not tender any Shares pursuant to the Offer. Thus, the
Offerors do not believe that their offer for tenders will be
overscribed and have no plans to accept the securities
referenced in Item 2(b) of this Schedule TO on a pro rata
basis.

(x) The information set forth in the Offer to Purchase under
"SPECIAL FACTORS - Section 5. Plans for the Company after the
Offer; the Merger" and under "SUMMARY TERM SHEET - What
Potential Conflicts of Interest Are There in the Offer and
the Merger" is incorporated herein by reference.

(xi) Not applicable.

(xii) The information set forth in the Offer to Purchase under "THE
TENDER OFFER - Section 5. Certain U.S. Federal Income Tax
Consequences" is incorporated herein by reference.

(2) MERGERS ON SIMILAR TRANSACTIONS. Not applicable.

(b) PURCHASES. The information set forth in the Offer to Purchase under "SPECIAL
FACTORS - Section 5. Plans for the Company After the Offer; the Merger" is
incorporated herein by reference.

(c) DIFFERENT TERMS. Rule 13e-4(f)(8)(i) (the "all holders rule") requires that
any issuer tender offer be open to all security holders of the class of
securities subject to the tender offer. In compliance with said Rule (to the
extent the Offer is deemed an issuer tender offer due to the fact that it is
being made by the Offerors through the Company), the Offer is open to all
holders of the securities described in Item 2(b) of this Schedule TO.
Nevertheless, the Offerors (consisting of William E. Lobeck, Jr., Archer
McWhorter, Alvin E. Swanner and their affiliates listed in Item 3(a) of this
Schedule TO) have entered into an agreement with the Company, pursuant to which,
among other things, they have agreed that they will not tender any Shares
pursuant to the Offer. Accordingly, all holders of the Shares will be treated
alike, provided that the Offerors will not be tendering their Shares. The
information set forth in the cover page

to the Offer to Purchase and in the Offer to Purchase under "SPECIAL FACTORS -
Section 5. Plans for the Company After the Offer; the Merger" is incorporated
herein by reference.

(d) APPRAISAL RIGHTS. The information set forth in the Offer to Purchase under
"SPECIAL FACTORS - Section 7. Dissenters' Rights" is incorporated herein by
reference.

(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The information set forth in
the Offer to Purchase under "INFORMATION ABOUT THE COMPANY - Section 5. Certain
Financial Information", "INFORMATION ABOUT THE COMPANY - Section 7.
Incorporation of Certain Documents by Reference" and "INFORMATION ABOUT THE
COMPANY - Section 8. Where You Can Find More Information" is incorporated herein
by reference.

(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) TRANSACTIONS. The information set forth in the cover page to the Offer to
Purchase, and in the Offer to Purchase under "SPECIAL FACTORS - Section 1.
Background of the Offer", "SPECIAL FACTORS - Section 6. Interests of Certain
Persons in the Offer and the Merger", "THE TENDER OFFER- Section 7. Source and
Amount of Funds", "INFORMATION ABOUT THE COMPANY - Section 3. Transactions
Concerning the Company's Shares - Most Recent 60 Days" and "INFORMATION ABOUT
THE COMPANY - Section 4. Contracts, Transactions, Negotiations and Agreements"
is incorporated herein by reference.

(b) SIGNIFICANT CORPORATE EVENTS. The information set forth in the cover page to
the Offer to Purchase, and in the Offer to Purchase under "SPECIAL FACTORS -
Section 1. Background of the Offer", "SPECIAL FACTORS - Section 5, Plans for the
Company After the Offer; the Merger", "SPECIAL FACTORS - Section 6. Interests of
Certain Persons in the Offer and the Merger", "THE TENDER OFFER - Section 7.
Source and Amount of Funds" and "INFORMATION ABOUT THE COMPANY - Section 4.
Contracts, Transactions, Negotiations and Agreements" is incorporated herein by
reference.

(c) NEGOTIATIONS OR CONTACTS. The information set forth in the cover page to the
Offer to Purchase, and in the Offer to Purchase under "SPECIAL FACTORS - Section
1. Background of the Offer", "SPECIAL FACTORS - Section 5. Plans for the Company
After the Offer; the Merger", "SPECIAL FACTORS - Section 6. Interests of Certain
Persons in the Offer and the Merger", "THE TENDER OFFER - Section 7. Source and
Amount of Funds" and "INFORMATION ABOUT THE COMPANY - Section 4. Contracts,
Transactions, Negotiations and Agreements" is incorporated herein by reference.

(d) CONFLICTS OF INTEREST. Not applicable.

(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information set
forth in the cover page to the Offer to Purchase, and in the Offer to Purchase
under "SPECIAL FACTORS - Section 1. Background of the Offer", "SPECIAL FACTORS -
Section 5. Plans for the Company After the Offer; the Merger", "SPECIAL FACTORS
- - Section 6. Interests of Certain Persons in the Offer and the Merger", "THE
TENDER OFFER - Section 7. Source and Amount of Funds", "THE TENDER OFFER -
Section 8. Agreements Concerning the Shares" and "INFORMATION ABOUT THE COMPANY
- - Section 4. Contracts, Transactions, Negotiations and Agreements" is
incorporated herein by reference.

ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) PURPOSES. The information contained in the Offer to Purchase under "SPECIAL
FACTORS - Section 1. Background of the Offer", "SPECIAL FACTORS - Section 2.
Recommendation of the Independent Committee and the Company Board; Fairness of
the Offer and the Merger", "SPECIAL FACTORS - Section 4. Position of the
Executive Committee Regarding Fairness of the Offer and the

Merger" and "SPECIAL FACTORS - Section 8. Purpose of the Offer" is incorporated
herein by reference.

(b) USE OF SECURITIES ACQUIRED. The information contained in the Offer to
Purchase under "SPECIAL FACTORS - Section 5. Plans for the Company After the
Offer; the Merger" and "SPECIAL FACTORS - Section 8. Purpose of the Offer" is
incorporated herein by reference.

(c) PLANS. The information contained in the Offer to Purchase under "SPECIAL
FACTORS - Section 5. Plans for the Company After the Offer; the Merger" and
"SPECIAL FACTORS - Section 8. Purpose of the Offer" is incorporated herein by
reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) SOURCE OF FUNDS. The information contained in the Offer to Purchase under
"THE TENDER OFFER - Section 7. Source and Amount of Funds" and "ANNEX B
- -Agreement for Self-Tender Offer, Financing and Second-Step Merger" as
amended by "Annex A to Supplement - Amendment No. 1 to Agreement" (including
the exhibits thereto) is incorporated herein by reference.

(b) CONDITIONS. The information contained in the Offer to Purchase under "THE
TENDER OFFER - Section 7. Source and Amount of Funds", "THE TENDER OFFER -
Section 10. Certain Conditions to the Offer" and "ANNEX B - Agreement for
Self-Tender Offer, Financing and Second-Step Merger" as amended by "Annex A
to Supplement - Amendment No. 1 to Agreement" (including the exhibits
thereto) is incorporated herein by reference.

(c) EXPENSES. The information contained in the Offer to Purchase under "THE
TENDER OFFER - Section 7. Source and Amount of Funds" and "THE TENDER OFFER -
Section 9. Fees and Expenses" is incorporated herein by reference.

(d) BORROWED FUNDS. The information contained in the Offer to Purchase under
"THE TENDER OFFER - Section 7. Source and Amount of Funds" and "ANNEX B -
Agreement for Self-Tender Offer, Financing and Second-Step Merger" as amended
by "Annex A to Supplement - Amendment No. 1 to Agreement" (including
the exhibits thereto) is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) SECURITIES OWNERSHIP. With respect to Archer McWhorter, Alvin E. Swanner and
William E. Lobeck, Jr., the information contained in the Offer to Purchase under
"INFORMATION ABOUT THE COMPANY - Section 2. Identity and Background of Certain
Persons" is incorporated herein by reference (and, as noted in the Supplement,
the number of currently outstanding shares owned directly by Mr. Lobeck is in
fact 11,150 (rather than 289,185 as indicated in the original Offer to Purchase
dated January 14, 2001), while the number of currently outstanding shares owned
directly by the William E. Lobeck Revocable Trust (of which Mr. Lobeck is the
trustee) is in fact 298,118 (rather than 20,083 as indicated in the original
Offer to Purchase dated January 14, 2001), but which does not represent a change
in Mr. Lobeck's overall beneficial ownership.

The aggregate number and percentage of subject securities that are beneficially
owned (as determined in accordance with rule 13d-3), as of December 18, 2001, by
each other person named in Item 3(a) of this Schedule TO and by each associate
and majority-owned subsidiary of such persons is as follows:

NAME NUMBER OF SHARES PERCENT OF CLASS

Gail McWhorter 548,790 (A) 23.59 (A)

Sleepy Lagoon, Ltd. 245,155 (B) 10.54 (B)

Brion Properties, a Louisiana 245,149 (C) 10.54 (C)
partnership in commendam

NAME NUMBER OF SHARES PERCENT OF CLASS

William E. Lobeck 298,118 14.03
Revocable Trust

Kathryn L. Taylor 21,665 1.02
Revocable Trust

Kathryn L. Taylor 524,700 (D) 22.63 (D)

(A) Includes for Mrs. McWhorter (1) debentures for common stock
which are currently convertible into 201,819 shares which are
owed by Sleepy Lagoon, Ltd. and deemed beneficially owned by
her husband Archer McWhorter; and (2) 301,635 shares which are
owned by a family trust of which her husband Archer McWhorter
is the trustee and 43,336 shares owned by Sleepy Lagoon, Ltd.
of which her husband Archer McWhorter is the general partner,
all of which are deemed beneficially owned by Archer
McWhorter. Mrs. McWhorter disclaims beneficial ownership of
any shares beneficially owned by her husband.

(B) Includes for Sleepy Lagoon, Ltd. debentures for common stock
which are currently exercisable for 201,819 shares.

(D) Includes for Ms. Taylor (1) debentures for common stock which
are currently convertible into 193,767 shares which are
owned by her husband William E. Lobeck, Jr.; and (2) 11,150
shares which are owned by her husband William E. Lobeck,
Jr., 298,118 shares which are owned by the William E. Lobeck
Revocable Trust of which her husband William E. Lobeck, Jr.
is the trustee and 21,665 shares which are owned by the
Kathryn L. Taylor Revocable Trust of which she is the
trustee. Ms. Taylor disclaims beneficial ownership of any
shares beneficially owned by husband.

The names and address of each person listed above are contained in the response
to Item 3(a) of this Schedule TO.

(b) SECURITIES TRANSACTIONS. During the past sixty days, there were no
transactions in the Company's shares by any of the Offerors or any other persons
identified in the response to Item 3(a) of this Schedule TO nor any associate
thereof or any pension, profit-sharing or similar plan of the Offerors. Further,
the information contained in the Offer to Purchase under "INFORMATION ABOUT THE
COMPANY - Section 3. Transactions Concerning the Company's Shares - Most Recent
60 Days" is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) SOLICITATIONS OR RECOMMENDATIONS. The information contained in the Offer to
Purchase under "THE TENDER OFFER - Section 9. Fees and Expenses" is incorporated
herein by reference.

(b) EMPLOYEES AND CORPORATE ASSETS. The information contained in the Offer to
Purchase under "THE TENDER OFFER - Section 9. Fees and Expenses" is incorporated
herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

(a) FINANCIAL INFORMATION. The financial statements contained in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed
with the Securities and Exchange Commission (the "Commission") on April 17, 2001
and on Form 10-K/A filed with the Commission on June 11, 2001 and the Company's
Quarterly Reports on Form 10-Q filed with the Commission on May 21, 2001, August
14, 2001 and November 14, 2001 are incorporated herein by reference. The
financial statements contained in the Company's Form 10K/A for the fiscal year
ended December 31, 1999 and 1998 were filed with the Commission on January 10,
2002 and are incorporated herein by reference.

(b) PRO FORMA INFORMATION. The information contained in the Offer to Purchase
under "INFORMATION ABOUT THE COMPANY - Section 5. Certain Financial Information
Concerning the Company" is incorporated herein by reference.

ITEM 11. ADDITIONAL INFORMATION.

(a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL PROCEEDINGS.

(1) The information contained in the cover page to the Offer to Purchase, and in
the Offer to Purchase under "SPECIAL FACTORS - Section 5. Plans for the Company
After the Offer; the Merger", "SPECIAL FACTORS - Section 6. Interests of Certain
Persons in the Offer and the Merger" and "THE TENDER OFFER - Section 7. Source
and Amount of Funds" is incorporated herein by reference.

(2) The information contained in the Offer to Purchase under "THE TENDER OFFER -
Section 11. Certain Legal Matters" is incorporated herein by reference.

(3) Not applicable.

(4) Not applicable.

(5) Not applicable.

(b) OTHER MATERIAL INFORMATION. The information set forth in the Offer to
Purchase and Letter of Transmittal and in the Offer to Purchase under "SPECIAL
FACTORS - Section 1. Background of the Offer" is incorporated herein by
reference.

ITEM 12. EXHIBITS.

(a)(1)(A) Offer to Purchase dated January 14, 2002 and Supplement to Offer
to Purchase dated February 11, 2002.*

(a)(1)(B) Letter of Transmittal dated January 14, 2002.*

(a)(1)(C) Notice of Guaranteed Delivery.*

(a)(1)(D) Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*

(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust and Other Nominees.*

(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*

(a)(1)(G) Text of Notice of Offer to Purchase.*

(a)(1)(H) Text of press release issued by Preserver Group, Inc., dated
December 18, 2001.*

(a)(1)(I) Text of press release issued by Preserver Group, Inc., dated
January 15, 2002.*

(a)(1)(J) Text of letter of Company President to Shareholders.*

(a)(1)(M) Text of press release issued by Preserver Group, Inc. dated
February 12, 2002.*

(b)(1)(A) Agreement of Tender Offer, Financing and Merger between the
Company and the 13D Group as amended by Amendment No. 1 dated as
of February 5, 2002 (included as ANNEX B to the Offer to Purchase
dated January 14, 2002 and Annex A to the Supplement to Offer to
Purchase filed herewith as Exhibit (a)(1)(A)).*

(b)(1)(B) Financing Agreement between the Company and Archer McWhorter and
Alvin E. Swanner (included as an Exhibit to the Agreement at ANNEX
B to the Offer to Purchase dated January 14, 2002).*

(b)(1)(C) Note of Company in favor of Archer McWhorter and Alvin E. Swanner
(included as an Exhibit to the Agreement at ANNEX B to the Offer
to Purchase dated January 14, 2002).*

(b)(1)(D) Form of Certificate of Amendment of the Company establishing
non-voting Series A Preferred Stock (included as an Exhibit to the
Agreement at ANNEX B to the Offer to Purchase dated January 14,
2002).*

(b)(1)(E) Form of Merger Agreement between the Company and Merger Company
(to be subsequently filed by amendment as an Exhibit to the
Agreement at ANNEX B to the Offer to Purchase dated January 14,
2002).

(c)(1)(A) Opinion of Cochran, Caronia & Co. (included as ANNEX A - Section 1
to the Offer to Purchase dated January 14, 2002 and Annex B to the
Supplement to Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).*

(c)(1)(B) Cochran, Caronia & Co. Presentation to the Independent Committee
(included as ANNEX A - Section 2 to the Offer to Purchase dated
January 14, 2002 filed herewith as Exhibit (a)(1)(A)).*

(c)(1)(C) Letter of Cochran, Caronia & Co. regarding opinion reference
(included as ANNEX B to the Supplement to Offer to Purchase
filed herewith as Exhibit (a)(1)(A)).*

(f)(1)(A) Excerpts from the New Jersey Business Corporation Act (included as
ANNEX C to the Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).*

*Incorporated by reference to the Tender Offer Statement on Schedule TO
of Preserver Group, Inc. dated January 14, 2001 filed by the Company
with the Securities and Exchange Commission on January 15, 2002 as
amended by Amendment No.1 thereto dated February 11, 2002 and being
filed simultaneously herewith.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

SCHEDULE 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) PURPOSES. The information set forth in the Offer to Purchase under "SPECIAL
FACTORS - Section 1. Background of the Offer", "SPECIAL FACTORS - Section 4.
Position of the Executive Committee Regarding Fairness of the Offer and the
Merger" and "SPECIAL FACTORS - Section 8. Purpose of the Offer" is incorporated
herein by reference.

(b) ALTERNATIVES. The information set forth in the Offer to Purchase under
"SPECIAL FACTORS - Section 1. Background of the Offer" and "SPECIAL FACTORS -
Section 3. Opinion of the Financial Advisor" is incorporated herein by
reference.

(c) REASONS. The information set forth in the Offer to Purchase under "SPECIAL
FACTORS - Section 1. Background of the Offer", "SPECIAL FACTORS - Section 2.
Recommendation of the Independent Committee and the Company Board; Fairness of
the Offer and the Merger" and "SPECIAL FACTORS - Section 4. Position of the
Executive Committee Regarding Fairness of the Offer and the Merger" is
incorporated herein by reference.

(d) EFFECTS. The information set forth in the Offer to Purchase under "SPECIAL
FACTORS - Section 5. Plans for the Company After the Offer; the Merger" and "THE
TENDER OFFER - Section 5. Certain U.S. Federal Income Tax Consequences" is
incorporated herein by reference.

SCHEDULE 13E-3, ITEM 8. FAIRNESS OF THE TRANSACTION.

(a) FAIRNESS. The information set forth in the Offer to Purchase under "SPECIAL
FACTORS - Section 2. Recommendation of the Independent Committee and the Company
Board; Fairness of the Offer and the Merger" and "SPECIAL FACTORS - Section 4.
Position of the Executive Committee Regarding Fairness of the Offer and the
Merger" is incorporated herein by reference.

(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth in the
Offer to Purchase under "SPECIAL FACTORS - Section 2. Recommendation of the
Independent Committee and the Company Board; Fairness of the Offer and the
Merger" and "SPECIAL FACTORS - Section 4. Position of the Executive Committee
Regarding Fairness of the Offer and the Merger" is incorporated herein by
reference.

(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the Offer to
Purchase under "SPECIAL FACTORS - Section 2. Recommendation of the Independent
Committee and the Company Board; Fairness of the Offer and the Merger" and
"SPECIAL FACTORS - Section 5. Plans for the Company After the Merger" is
incorporated herein by reference.

(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the Offer to
Purchase under "SPECIAL FACTORS - Section 1. Background of the Offer" and
"SPECIAL FACTORS - Section 2. Recommendation of the Independent Committee and
the Company Board; Fairness of the Offer and the Merger" is incorporated herein
by reference.

(e) APPROVAL OF DIRECTORS. The information set forth in the Offer to Purchase
under "SPECIAL FACTORS - Section 1. Background of the Offer" and "SPECIAL
FACTORS - Section 2. Recommendation of the Independent Committee and the Company
Board; Fairness of the Offer and the Merger" is incorporated herein by
reference.

(f) OTHER OFFERS. The information set forth in the Offer to Purchase under
"SPECIAL FACTORS - Section 1. Background of the Offer" and "SPECIAL FACTORS -
Section 2. Recommendation of the Independent Committee and the Company Board;
Fairness of the Offer and the Merger" is incorporated herein by reference.

SCHEDULE 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a) REPORT, OPINION OR APPRAISAL. The information set forth in the Offer to
Purchase under "SPECIAL FACTORS - Section 1. Background of the Offer",
"SPECIAL FACTORS - Section 3. Opinion of the Financial Advisor" and "ANNEX A
- - Section 1. Opinion of Cochran, Caronia & Co." and in the Supplement under
"ANNEX B TO SUPPLEMENT - Letter of Cochran, Caronia & Co. Regarding Opinion
Reference" is incorporated herein by reference.

(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The information
set forth in the Offer to Purchase under "SPECIAL FACTORS - Section 3.
Opinion of the Financial Advisor" and "ANNEX A - Section 1. Opinion of
Cochran, Caronia & Co." and in the Supplement under "ANNEX B TO SUPPLEMENT -
Letter of Cochran, Caronia & Co. Regarding Opinion Reference" is incorporated
herein by reference.

(c) AVAILABILITY OF DOCUMENTS. A copy of the Opinion of Cochran, Caronia & Co.
is attached to the Offer to Purchase as ANNEX A - Section 1 and a copy of the
Letter of Cochran, Caronia & Co. Regarding the Opinion Reference is attached
to the Supplement as ANNEX B TO SUPPLMENT.

SCHEDULE 13E-3, ITEM 12. THE SOLICIATION OR RECOMMENDATION.

(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The information set
forth in the Offer to Purchase under "SPECIAL FACTORS - Section 6. Interests of
Certain Persons in the Offer and the Merger" is incorporated herein by
reference.

(e) RECOMMENDATIONS OF OTHERS. The information contained in the Offer to
Purchase under "SPECIAL FACTORS - Section 2. Recommendation of the Independent
Committee and the Company Board; Fairness of the Offer and the Merger" and
"SPECIAL FACTORS - Section 4. Position of the Executive Committee Regarding
Fairness of the Offer" is incorporated herein by reference.

SIGNATURES

After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.

/S/ ARCHER MCWHORTER
------------------------------------
ARCHER McWHORTER

SLEEPY LAGOON, LTD.

By: /S/ ARCHER MCWHORTER
--------------------------------
Name: Archer McWhorter
Title: General Partner

/S/ GAIL MCWHORTER
------------------------------------
GAIL McWHORTER

/S/ ALVIN E. SWANNER
------------------------------------
ALVIN E. SWANNER

BRION PROPERTIES, a Louisiana
partnership in commendam

By: /S/ ALVIN E. SWANNER
--------------------------------
Name: Alvin E. Swanner
Title: General Partner

/S/ WILLIAM E. LOBECK, JR.
------------------------------------
WILLIAM E. LOBECK, JR.

WILLIAM E. LOBECK REVOCABLE
TRUST

By: /S/ WILLIAM E. LOBECK, JR.
--------------------------------
Name: William E. Lobeck, Jr.
Title: Trustee

KATHRYN L. TAYLOR REVOCABLE
TRUST

By: /S/ KATHRYN L. TAYLOR
--------------------------------
Name: Kathryn L. Taylor,
Title: Trustee

Dated: February 11, 2002